Common use of Organization; Standing Clause in Contracts

Organization; Standing. (a) Purchaser is a corporation, duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to operate its business as now conducted. Purchaser is duly qualified or licensed as a foreign corporation to do business, and is in good standing (where such concept is recognized under applicable Law), in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. (b) Each Designated Purchaser (other than Purchaser) is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually or in the aggregate would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) is duly licensed or qualified as a foreign entity to do business, and is in good standing (where such concept is recognized under applicable Law), in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so organized, existing, qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organized, organized and validly existing and in good standing under the Laws of the State of Delaware Delaware, is in good standing and has all requisite corporate power and corporate authority necessary to operate carry on its business as it is now being conducted, except (other than with respect to the Company’s due organization and valid existence) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to materially have a Material Adverse Effect. True and adversely affect complete copies of the ability of Purchaser to carry out its obligations under this Agreement or Company Charter Documents are included in the Ancillary Agreements and to consummate the TransactionsFiled SEC Documents. (b) Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that where the failure to be so organized, existing and in good standing would not, individually or in the aggregate would not aggregate, reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is duly licensed or qualified as a foreign entity to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so organized, existinglicensed, qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organizedincorporated, validly existing and in good standing under the Laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority necessary to operate carry on its business as it is now conductedbeing conducted and to own, lease and operate its assets and properties, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to materially have a Material Adverse Effect. A true and adversely affect complete copy of each of the ability Company Organizational Documents in effect as of Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate date hereof is included in the TransactionsFiled SEC Documents. (b) Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an entity duly incorporated or organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its incorporation or organization, except to the extent that the failure to be in good standing individually or in the aggregate would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) is duly licensed or qualified as a foreign entity to do business, and is in good standing (where such concept is recognized under applicable Law), in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so incorporated or organized, existing, qualified or licensed existing and in good standing would not, individually or in the aggregate, reasonably be expected to materially have a Material Adverse Effect. Each of the Company’s Subsidiaries is duly licensed or qualified to do business and adversely affect is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the ability nature of any Designated Purchaser to carry out its obligations under this Agreement the business conducted by such Subsidiary or the Ancillary Agreements character or location of the properties and assets owned or leased by such Subsidiary makes such licensing or qualification necessary, except where the failure to consummate be so licensed, qualified or in good standing would not, individually or in the Transactionsaggregate, reasonably be expected to have a Material Adverse Effect.

Organization; Standing. (a) Purchaser Seller is a corporation, corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its business the Purchased Assets owned by Seller and to carry on the Business as now conductedcurrently conducted by Seller. Purchaser Seller is duly qualified or licensed as a foreign corporation to do business, and is in good standing (where such concept is recognized under applicable Law), in each jurisdiction in which where the nature ownership of the business Purchased Assets owned by Seller or the conduct of the Business as currently conducted by it or the character or location of the properties and assets owned or leased by it Seller makes such qualification or licensing or qualification necessary, except to the extent that the failure for any such failures to be so qualified or licensed or qualified and in good standing would notthat, individually or in the aggregate, would not reasonably be expected to materially and adversely affect the ability of Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect. (b) Each Designated Purchaser Asset Seller Entity (other than PurchaserSeller) is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing standing, individually or in the aggregate aggregate, would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect. Each Designated Purchaser Asset Seller Entity (other than PurchaserSeller) has all requisite corporate or limited liability company power to own, lease and corporate or limited liability company authority necessary operate the Purchased Assets owned by such Asset Seller Entity and to carry on its business the Business as now conductedcurrently conducted by such Asset Seller Entity. Each Designated Purchaser Asset Seller Entity (other than PurchaserSeller) is duly qualified or licensed or qualified as a foreign entity to do business, and is in good standing (where such concept is recognized under applicable Law), in each jurisdiction in which where the nature ownership of the business Purchased Assets owned by such Asset Seller Entity or the conduct of the Business as currently conducted by it or the character or location of the properties and assets owned or leased by it such Asset Seller Entity makes such qualification or licensing or qualification necessary, except to the extent that the failure for any such failures to be so organized, existing, qualified or licensed and in good standing would notthat, individually or in the aggregate, would not reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect.

Organization; Standing. (a) Purchaser Seller is a corporation, corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its business the Purchased Assets owned by Seller and to carry on the Triage Business as now conductedcurrently conducted by Seller. Purchaser Seller is duly qualified or licensed as a foreign corporation to do business, and is in good standing (where such concept is recognized under applicable Law), in each jurisdiction in which where the nature ownership of the business Purchased Assets owned by Seller or the conduct of the Triage Business as currently conducted by it or the character or location of the properties and assets owned or leased by it Seller makes such qualification or licensing or qualification necessary, except to the extent that the failure for any such failures to be so qualified or licensed or qualified and in good standing would notthat, individually or in the aggregate, would not reasonably be expected to materially and adversely affect the ability of Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect. (b) Each Designated Purchaser Asset Seller Entity (other than PurchaserSeller) is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing standing, individually or in the aggregate aggregate, would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect. Each Designated Purchaser Asset Seller Entity (other than PurchaserSeller) has all requisite corporate or limited liability company power to own, lease and corporate or limited liability company authority necessary operate the Purchased Assets owned by such Asset Seller Entity and to carry on its business the Triage Business as now conductedcurrently conducted by such Asset Seller Entity. Each Designated Purchaser Asset Seller Entity (other than PurchaserSeller) is duly qualified or licensed or qualified as a foreign entity to do business, and is in good standing (where such concept is recognized under applicable Law), in each jurisdiction in which where the nature ownership of the business Purchased Assets owned by such Asset Seller Entity or the conduct of the Triage Business as currently conducted by it or the character or location of the properties and assets owned or leased by it such Asset Seller Entity makes such qualification or licensing or qualification necessary, except to the extent that the failure for any such failures to be so organized, existing, qualified or licensed and in good standing would notthat, individually or in the aggregate, would not reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organized, validly existing and in good standing under pursuant to the Laws of DGCL. The Company has the State of Delaware and has all requisite corporate power and authority to operate conduct its business as now conducted. Purchaser it is duly qualified presently being conducted and to own, lease or licensed as a foreign corporation to do businessoperate its properties, assets and is in good standing (where such concept is recognized under applicable Law), in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessaryrights, except to the extent that where the failure to have such power or authority has not had, and would not reasonably be so licensed or qualified and in good standing would notexpected to have, individually or in the aggregate, a Material Adverse Effect. The Company is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary (with respect to jurisdictions that recognize the concept of good standing), except where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to materially and adversely affect have, individually or in the ability of Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionsaggregate, a Material Adverse Effect. (b) The Company has made available to Investor true, correct and complete copies of the Company Charter Documents, each as amended to the date hereof. The Company is not in violation of any provision of the Company Charter Documents. (c) Each Designated Purchaser (other than Purchaser) of the Subsidiaries of the Company is an entity duly organized, validly existing and in good standing (where such with respect to jurisdictions that recognize the concept is recognized under applicable Lawof good standing) under the Laws laws of the jurisdiction of its organization. Each of the Subsidiaries of the Company has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, except to the extent that the failure to be lease or operate its properties and assets, except, in good standing individually or in the aggregate each case, as has not had, and would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) is duly licensed or qualified as a foreign entity to do business, and is in good standing (where such concept is recognized under applicable Law), in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so organized, existing, qualified or licensed and in good standing would nothave, individually or in the aggregate, a Material Adverse Effect. Each of the Subsidiaries of the Company is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary (with respect to jurisdictions that recognize the concept of good standing), except where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to materially and adversely affect have, individually or in the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionsaggregate, a Material Adverse Effect.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and corporate authority necessary to operate carry on its business as it is now being conducted, except (other than with respect to the Company’s due organization and valid existence) as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, and is in good standing business (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified and in good standing would notqualified, individually or in the aggregate, has not had and would not reasonably be expected to materially have a Material Adverse Effect. True and adversely affect complete copies of the ability of Purchaser Company Charter Documents (as amended to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate date hereof) are included in the TransactionsFiled SEC Documents. (b) Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to where (other than in the extent that case of the RealCo Entities) the failure to be so organized, existing or in good standing standing, individually or in the aggregate aggregate, has not had and would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is duly licensed or qualified as a foreign entity to do business, and is in good standing business (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to where (other than in the extent that case of the RealCo Entities) the failure to be so organized, existing, qualified licensed or licensed and in good standing would notqualified, individually or in the aggregate, has not had and would not reasonably be expected to materially have a Material Adverse Effect. (c) As of the Closing, each of the RealCo Entities will have been formed solely for the purpose of the Real Estate Transactions. As of the Closing, none of the RealCo Entities has ever had any employees. Except for the Real Estate Reorganization Documents and adversely affect the ability contractual obligations associated therewith, as of the Closing, none of the RealCo Entities is a party to any Designated Purchaser to carry out Contract, has incurred any Indebtedness or other Liabilities (other than Tax Liabilities and de minimis Liabilities in the ordinary course of business such as state franchise taxes), has acquired or has owned or used any assets (other than the Owned Real Property owned by it and the equity securities of its obligations under this Agreement Subsidiaries, as applicable) or the Ancillary Agreements and to consummate the Transactionshas engaged in any other business activities since its formation other than in connection with such formation.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organized, organized and validly existing and in good standing under the Laws laws of the State of Delaware Delaware, is in good standing with the Secretary of State and has all requisite corporate power and corporate authority necessary to operate carry on its business as it is now being conducted. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), in all material respects, in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary. True and complete copies of the Company Charter Documents are included in the Filed SEC Documents, and the Company is not in violation of any of the provisions thereof, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (b) Section 3.01(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) each Subsidiary of the Company as of the date hereof, together with the jurisdiction of incorporation or formation of each such Subsidiary and (ii) each other corporation, partnership, limited liability company or other Person that is not a Subsidiary but in which the Company, directly or indirectly, holds an equity interest (each such Person in this clause (ii), a “JV Entity”, and each such interest, a “JV Interest”). Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, has all requisite corporate or entity power and authority necessary to carry on its business as it is now being conducted, and is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. (b) Each Designated Purchaser (other than Purchaser) is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually or in the aggregate would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) is duly licensed or qualified as a foreign entity to do business, and is in good standing (where such concept is recognized under applicable Law), in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so organized, existing, qualified or qualified, licensed and in good standing would not, individually or in the aggregate, not reasonably be expected to materially have a Material Adverse Effect. True and adversely affect complete copies of the ability certificate of any Designated Purchaser incorporation and bylaws (or similar organizational documents) of each of the Company’s Subsidiaries and JV Entities have been made available to carry out its obligations under this Agreement or Parent before the Ancillary Agreements and to consummate the Transactionsdate hereof.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and corporate authority necessary to operate carry on its business as it is now conductedbeing conducted except (other than with respect to the Company’s due organization and valid existence) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing licensing, qualification or qualification good standing necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would notstanding, individually or in the aggregate, has not had and would not reasonably be expected to materially have a Material Adverse Effect. True and adversely affect complete copies of the ability of Purchaser Company Charter Documents (as amended to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate date hereof) are included in the TransactionsCompany SEC Documents. (b) Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that where the failure to be so organized, existing or in good standing standing, individually or in the aggregate aggregate, has not had and would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is duly licensed or licensed, qualified as a foreign entity to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing licensing, qualification or qualification good standing necessary, except to the extent that where the failure to be so organized, existinglicensed, qualified or licensed and in good standing would notstanding, individually or in the aggregate, has not had and would not reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority necessary to operate carry on its business as it is now conductedbeing conducted and to own, lease and operate its assets and properties in all material respects. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing has not had or would not, individually or in the aggregate, not reasonably be expected to materially have a Material Adverse Effect. A true and adversely affect complete copy of each of the ability Company Organizational Documents is included in the Filed SEC Documents. The Company is not in violation of Purchaser the Company Organizational Documents and no Subsidiary of the Company is in violation of any of its organizational documents, except, in each case, as would not be material to carry out the Company and its obligations under this Agreement or the Ancillary Agreements and to consummate the TransactionsSubsidiaries, taken as a whole. (b) Section 3.01(b) of the Company Disclosure Letter sets forth a complete list of the Company’s Subsidiaries, the jurisdiction of incorporation or organization of each such Subsidiary, and any other jurisdiction where each such Subsidiary is licensed or specifically authorized to do business, including under applicable Insurance Laws. Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an entity duly incorporated or organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its incorporation or organization, except to the extent that where the failure to be so incorporated or organized, existing and in good standing individually has not had or in the aggregate would not reasonably be expected to materially and adversely affect have a Material Adverse Effect. No Insurance Regulator has notified the ability Company or any of such Designated Purchaser to carry out its obligations under this Agreement Subsidiaries, orally or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) is duly licensed or qualified as a foreign entity to do businessin writing, and is in good standing (where such concept is recognized under applicable Law), in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so organized, existing, qualified Company or licensed and any of its Subsidiaries is commercially domiciled in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionsjurisdiction.

Organization; Standing. (a) Purchaser Parent is a corporation, an exempted company duly organized, validly existing and in good standing under the Laws of Bermuda and Merger Sub is an exempted company duly organized, validly existing and in good standing under the State Laws of Delaware Bermuda. Each of Parent and Merger Sub has all requisite corporate power and authority necessary to operate carry on its business as it is now conductedbeing conducted and to own, lease and operate its assets and properties, except (other than with respect to the due organization and valid existence of Parent and Merger Sub) as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Purchaser Each of Parent and Merger Sub is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would notnot reasonably be expected to have, individually or in the aggregate, reasonably a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies of Parent’s and Merger Sub’s certificates or articles of incorporation, code of regulations, bye-laws or comparable governing documents, each as amended to the date of this Agreement, and the Parent Organizational Documents are included in the Parent Filed SEC Documents. Parent is not in violation of the Parent Organizational Documents and no Subsidiary of Parent is in violation of any of its organizational documents, except as would not be expected material to materially Parent and adversely affect the ability of Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the TransactionsSubsidiaries taken as a whole. (b) Each Designated Purchaser (other than Purchaser) of Parent’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually or in the aggregate as would not reasonably be expected material to materially Parent and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) is duly licensed or qualified Subsidiaries taken as a foreign entity to do business, and is in good standing (where such concept is recognized under applicable Law), in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so organized, existing, qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionswhole.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organized, organized and validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and corporate authority necessary to operate carry on its business as it is now being conducted, except (other than with respect to the Company’s due organization and valid existence and good standing) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to materially have a Material Adverse Effect. True and adversely affect complete copies of the ability of Purchaser to carry out its obligations under this Agreement or Company Charter Documents are included in the Ancillary Agreements and to consummate the TransactionsFiled SEC Documents. (b) Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that where the failure to be so organized, existing and in good standing would not, individually or in the aggregate would not aggregate, reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is duly licensed or qualified as a foreign entity to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so organized, existinglicensed, qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect.

Organization; Standing. (a) Purchaser Parent is a corporation, corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and Merger Sub is an exempted company duly organized, validly existing and in good standing under the Laws of Bermuda. Each of Parent and Merger Sub has all requisite corporate power and authority necessary to operate carry on its business as it is now conductedbeing conducted and to own, lease and operate its assets and properties, except (other than with respect to the due organization and valid existence of Parent and Merger Sub) as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Purchaser Each of Parent and Merger Sub is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would notnot reasonably be expected to have, individually or in the aggregate, reasonably a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies of Parent’s and Merger Sub’s certificates or articles of incorporation, code of regulations, bylaws or comparable governing documents, each as amended to the date of this Agreement, and the Parent Organizational Documents are included in the Parent Filed SEC Documents. Parent is not in violation of the Parent Organizational Documents and no Subsidiary of Parent is in violation of any of its organizational documents, except as would not be expected material to materially Parent and adversely affect the ability of Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the TransactionsSubsidiaries taken as a whole. (b) Each Designated Purchaser (other than Purchaser) of Parent’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually or in the aggregate as would not reasonably be expected material to materially Parent and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) is duly licensed or qualified Subsidiaries taken as a foreign entity to do business, and is in good standing (where such concept is recognized under applicable Law), in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so organized, existing, qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionswhole.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organized, organized and validly existing and in good standing under the Laws laws of the State of Delaware Delaware, is in good standing with the Secretary of State and has all requisite corporate power and corporate authority necessary to operate carry on its business as it is now being conducted. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to materially have a Material Adverse Effect. True and adversely affect complete copies of the ability Company Charter Documents are included in the Filed SEC Documents, and the Company is not in violation of Purchaser any of the provisions thereof, except as would not reasonably be expected to carry out be material to the Company and its obligations under this Agreement or the Ancillary Agreements and to consummate the TransactionsSubsidiaries, taken as a whole. (b) Section 3.01(b) of the Company Disclosure Letter sets forth a list of each Significant Subsidiary of the Company as of the date hereof, together with the jurisdiction of incorporation or formation of each such Significant Subsidiary. Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually or in the aggregate would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as it is now being conducted. Each Designated Purchaser (other than Purchaser) , and is duly licensed or qualified as a foreign entity to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so organized, existing, qualified or qualified, licensed and in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of Delaware and has all requisite corporate power and corporate authority necessary to operate carry on its business as it is now being conducted, except (other than with respect to the Company’s due incorporation and valid existence) as would not, individually or in the aggregate, reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or materially delay, interfere with or impair (A) the consummation by the Company of any of the Merger Transactions or (B) the compliance by the Company with its obligations under this Agreement. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or materially and adversely affect delay, interfere with or impair (A) the ability consummation by the Company of Purchaser to carry out any of the Merger Transactions or (B) the compliance by the Company with its obligations under this Agreement or Agreement. True and complete copies of the Ancillary Agreements Company Charter Documents are included in the Filed SEC Documents. The Company has made available to Parent true, correct and to consummate complete copies of the Transactionscertificate of incorporation and bylaws of the Company. Such documents are in full force and effect and the Company is in material compliance with the provisions of such documents. (b) Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually or in the aggregate would not reasonably be expected to materially organization and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company organizational power and corporate or limited liability company authority necessary to carry on its business as it is now being conducted, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is duly licensed or qualified as a foreign entity to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so organized, existinglicensed, qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organized, organized and validly existing and in good standing under the Laws of the State of Delaware Delaware, is in good standing with the DSS and has all requisite corporate power and corporate authority necessary to operate carry on its business as it is now being conducted,. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, reasonably be expected to prevent or materially and adversely affect delay, interfere with, hinder or impair the ability consummation by the Company of Purchaser any of the Transactions on a timely basis or reasonably be expected to carry out its prevent or materially delay, interfere with, hinder or impair the compliance by the Company with their obligations under this Agreement or Agreement. True and complete copies of the Ancillary Agreements and to consummate Company Charter Documents are included in the TransactionsFiled SEC Documents. (b) Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually or in the aggregate would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) is duly licensed or qualified to transact business as a foreign entity to do business, and is in good standing (where such concept is recognized under applicable Law), corporation in each jurisdiction in which the nature conduct of the its business conducted by it or the character or location of the properties and assets owned or leased by it makes requires such licensing or qualification necessaryqualification, in each case except to the extent that where the failure to be so organized, existing, qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, reasonably be expected to prevent or materially and adversely affect delay, interfere with, hinder or impair the ability consummation by the Company of any Designated Purchaser of the Transactions on a timely basis or reasonably be expected to carry out its prevent or materially delay, interfere with, hinder or impair the compliance by the Company with their obligations under this Agreement or the Ancillary Agreements and to consummate the TransactionsAgreement.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organized, organized and validly existing and in good standing under the Laws of the State of Delaware Delaware, is in good standing and has all requisite corporate power and corporate authority necessary to operate carry on its business as it is now being conducted, except (other than with respect to the Company’s due organization and valid existence) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to materially have a Material Adverse Effect. True and adversely affect complete copies of the ability of Purchaser to carry out its obligations under this Agreement or Company Charter Documents are included in the Ancillary Agreements and to consummate the TransactionsFiled SEC Documents. (ba) Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that where the failure to be so organized, existing and in good standing would not, individually or in the aggregate would not aggregate, reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is duly licensed or qualified as a foreign entity to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so organized, existinglicensed, qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and corporate authority necessary to operate carry on its business as it is now conductedbeing conducted and to own, lease or operate its respective properties and assets. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing licensing, qualification or qualification good standing necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would notstanding, individually or in the aggregate, has not had and would not reasonably be expected to materially have a Company Material Adverse Effect. True and adversely affect complete copies of the ability of Purchaser Company Charter Documents (as amended to carry out its obligations under this the Agreement or Date) are included in the Ancillary Agreements and to consummate the TransactionsFiled SEC Documents. (ba) The Company has no Subsidiaries, except for the entities set forth in Section 3.1(a) of the Company Disclosure Schedules. Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that where the failure to be so organized, existing or in good standing standing, individually or in the aggregate aggregate, has not had and would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Company Material Adverse Effect. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is duly licensed or licensed, qualified as a foreign entity to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing licensing, qualification or qualification good standing necessary, except to the extent that where the failure to be so organized, existinglicensed, qualified or licensed and in good standing would notstanding, individually or in the aggregate, has not had and would not reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Company Material Adverse Effect.

Organization; Standing. (a) Purchaser United is a corporation, corporation duly organized, organized and validly existing and under the laws of the State of Delaware, is in good standing under with the Laws Secretary of State of the State of Delaware and has all requisite corporate power and corporate authority necessary to operate carry on its business as it is now being conducted. Purchaser United is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would notnot have a United Material Adverse Effect. True and complete copies of the United Existing Organizational Documents and the United Existing Stockholders Agreement, individually each as in effect as of the date of this Agreement, have previously been made available to Torch, and none of such documents have been amended, modified or in terminated as of the aggregate, reasonably be expected to materially and adversely affect the ability date of Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the TransactionsAgreement. (b) Each Designated Purchaser (other than Purchaser) of United’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually or in the aggregate would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as it is now being conducted. Each Designated Purchaser (other than Purchaser) , and is duly licensed or qualified as a foreign entity to do business, and is in good standing (where such concept is recognized under applicable Law), business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so organized, existing, qualified or qualified, licensed and in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionsnot have a United Material Adverse Effect.

Organization; Standing. (a) Purchaser Each ContentCo is a corporationlegal entity in the form, and duly organized, organized and validly existing and in good standing under the Laws laws of the State jurisdictions, identified on Section 2.1(a) of Delaware the Torch Disclosure Letter, and has all requisite corporate entity power and entity authority necessary to operate carry on its business as it is now being conducted. Purchaser Each ContentCo is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would notnot have a ContentCo Material Adverse Effect. True and complete copies of the organizational documents of each ContentCo as in effect as of the date of this Agreement, individually have previously been made available to United, and none of such documents have been amended, modified or in terminated as of the aggregate, reasonably be expected to materially and adversely affect the ability date of Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the TransactionsAgreement. (b) Each Designated Purchaser (other than Purchaser) Subsidiary of each of ContentCo is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually or in the aggregate would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as it is now being conducted. Each Designated Purchaser (other than Purchaser) , and is duly licensed or qualified as a foreign entity to do business, and is in good standing (where such concept is recognized under applicable Law), business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so organized, existing, licensed, qualified or licensed and in good standing would notnot have a ContentCo Material Adverse Effect. True and complete copies of the organizational documents of each Subsidiary of each ContentCo as in effect as of the date of this Agreement, individually have previously been made available to United, and none of such documents have been amended, modified or in terminated as of the aggregate, reasonably be expected to materially and adversely affect the ability date of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the TransactionsAgreement.

Organization; Standing. (a) Purchaser HR is a corporation, corporation duly organized, validly incorporated and existing under and in good standing under by virtue of the Laws of the State of Delaware Maryland and is in good standing with the SDAT. HR has all requisite corporate power and authority necessary to operate carry on its business as it is now being conducted, except (other than with respect to HR’s due incorporation and valid existence) as would not, individually or in the aggregate, reasonably be expected to have an HR Material Adverse Effect. Purchaser HR is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to materially have an HR Material Adverse Effect. True and adversely affect complete copies of HR’s charter and bylaws are included in the ability HR SEC Documents. The Constituent Documents of Purchaser HR are in full force and effect and HR is not in violation of any of its Constituent Documents, except as would not, individually or in the aggregate, reasonably be expected to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave an HR Material Adverse Effect. (b) Each Designated Purchaser (other than Purchaser) of the HR Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually or in the aggregate would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company organizational power and corporate or limited liability company authority necessary to carry on its business as it is now conducted. Each Designated Purchaser (other than Purchaser) being conducted and is duly licensed or qualified as a foreign entity to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so organized, existing, qualified or licensed existing and in good standing standing, have such power or authority or be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to materially have an HR Material Adverse Effect. (c) Except as set forth in Section 4.01(c) of the HR Disclosure Schedule, neither HR nor any HR Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the HR Subsidiaries and adversely affect investments in short-term investment securities). There are no current or pending dissolution, liquidation, forfeiture or revocation proceedings regarding HR or any of the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the TransactionsHR Subsidiaries.

Organization; Standing. (a) Purchaser The Company is a corporation, duly organized, incorporated and validly existing and as an exempted company in good standing standing, or the equivalent thereof, under the Laws laws of the State of Delaware Bermuda and has all requisite corporate power and corporate authority to operate carry on its business as now being conducted, except (other than with respect to the Company’s due organization and valid existence) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect. (b) Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an entity duly incorporated or organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its incorporation or organization, except to the extent that where the failure to be so organized, existing and in good standing would not, individually or in the aggregate would not aggregate, reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is duly licensed or qualified as a foreign entity to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessarynecessary and has all requisite corporate, or other legal entity, as the case may be, power and authority to own and operate its properties and to carry on its businesses as now conducted, except to the extent that where the failure to be so organized, existinglicensed, qualified or licensed and in good standing or have such power and authority would not, individually or in the aggregate, reasonably be expected to materially have a Material Adverse Effect. All the outstanding shares of capital stock or other equity interests of each Subsidiary are owned, directly or indirectly, by the Company and adversely affect have been duly and validly issued and are fully paid and non-assessable, and were issued in accordance with the ability registration or qualification requirements of the Securities Act and any Designated Purchaser relevant state or foreign securities Laws or pursuant to carry out its obligations under this Agreement valid exemptions therefrom, except where such failure would not, individually or in the Ancillary Agreements and aggregate, reasonably be expected to consummate the Transactionshave a Material Adverse Effect.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organized, organized and validly existing and in good standing under the Laws laws of the State of Delaware Delaware, is in good standing with the Secretary of State and has all requisite corporate power and corporate authority necessary to operate carry on its business as it is now being conducted. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to materially have a Material Adverse Effect. True and adversely affect complete copies of the ability Company Charter Documents are included in the Filed SEC Documents, and the Company is not in violation of Purchaser any of the provisions thereof, except as would not reasonably be expected to carry out be material to the Company and its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Subsidiaries, taken as a whole. (b) Section 3.01(b) of the Company Disclosure Letter sets forth a list of each Significant Subsidiary of the Company as of the date hereof, together with the jurisdiction of incorporation or formation of each such Significant Subsidiary. Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually or in the aggregate would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as it is now being conducted. Each Designated Purchaser (other than Purchaser) , and is duly licensed or qualified as a foreign entity to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so organized, existing, qualified or qualified, licensed and in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect.

Organization; Standing. (a) Purchaser The Company has been duly organized and is validly existing as an international business company in good standing under the Laws of The Bahamas. The Company has all requisite corporate power and corporate authority necessary to carry on its business as it is now being conducted and to own, lease and operate its properties and assets, except where the failure to have such power or authority would not have a corporationMaterial Adverse Effect. The Company is duly licensed or qualified to do business and is in good standing (or the equivalent thereof, if applicable, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing, qualification or good standing necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. True and complete copies of the Articles (as amended to the date hereof) are included in the Filed SEC Documents and are in full force and effect. (b) Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of the State jurisdiction of Delaware and has all requisite corporate power and authority to operate its business organization or formation, as now conductedapplicable. Purchaser Each of the Company’s Subsidiaries is duly licensed, qualified or licensed as a foreign corporation to do business, business and is in good standing (where such or the equivalent thereof, if applicable, with respect to the jurisdictions that recognize the concept is recognized under applicable Law), of good standing or any equivalent thereof) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing licensing, qualification or qualification good standing necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would notstanding, individually or in the aggregate, reasonably be expected to materially has not had and adversely affect the ability of Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. (b) Each Designated Purchaser (other than Purchaser) is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually or in the aggregate would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) is duly licensed or qualified as have a foreign entity to do business, and is in good standing (where such concept is recognized under applicable Law), in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so organized, existing, qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the TransactionsMaterial Adverse Effect.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware New York and has all requisite corporate power and corporate authority necessary to operate carry on its business as it is now being conducted, except (other than with respect to the Company’s due organization and valid existence) as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, and is in good standing business (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified and in good standing would notqualified, individually or in the aggregate, has not had and would not reasonably be expected to materially have a Material Adverse Effect. True and adversely affect complete copies of the ability of Purchaser Company Charter Documents (as amended to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate date hereof) are included in the TransactionsFiled SEC Documents. (b) Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that where the failure to be so organized, existing or in good standing standing, individually or in the aggregate aggregate, has not had and would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is duly licensed or qualified as a foreign entity to do business, and is in good standing business (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so organized, existing, qualified licensed or licensed and in good standing would notqualified, individually or in the aggregate, has not had and would not reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organized, organized and validly existing and in good standing under the Laws of the State of Delaware Delaware, is in good standing with the Secretary of State, and has all requisite corporate power and corporate authority necessary to operate own or lease all of its properties and assets and to carry on its business as it is now being conducted. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to materially have a Material Adverse Effect. True and adversely affect complete copies of the ability Company Charter Documents are included in the Filed SEC Documents, and each as so made available is in full force and effect on the date of Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the TransactionsAgreement. (b) Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually or in the aggregate would not reasonably be expected to materially organization and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to own or lease all of its properties and assets and to carry on its business as is it is now being conducted. Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is duly licensed or qualified as a foreign entity to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so organized, existinglicensed, qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to materially have a Material Adverse Effect. True and adversely affect complete copies of the ability certificate of any Designated Purchaser incorporation and bylaws (or similar organizational documents) of the Subsidiaries of the Company, in each case, as amended to carry out its obligations under the date of this Agreement, have been made available to Parent or are included in the Filed SEC Documents, and each as so made available is in full force and effect on the date of this Agreement. Section 3.01(b) of the Company Disclosure Letter sets forth a true and complete list of each Subsidiary of the Company as of the date of this Agreement and its jurisdiction of incorporation or the Ancillary Agreements and to consummate the Transactionsorganization.

Organization; Standing. (a) Purchaser Parent is a corporation, an exempted company duly organizedincorporated, validly existing and in good standing under the Laws of Bermuda and Merger Sub is an exempted company duly incorporated, validly existing and in good standing under the State Laws of Delaware Bermuda. Each of Parent and Merger Sub has all requisite corporate power and authority necessary to operate carry on its business as it is now being conducted, except (other than with respect to the due incorporation and valid existence of Parent or Merger Sub) as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Purchaser Each of Parent and Merger Sub is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to materially have a Parent Material Adverse Effect. A true, correct and adversely affect complete copy of each of Parent’s Memorandum of Association (the ability of Purchaser to carry out its obligations under this Agreement or “Parent Charter”) and Parent’s Amended and Restated Bye-laws (the Ancillary Agreements and to consummate “Parent Bye-laws”) is included in the TransactionsParent Filed SEC Documents. (b) Each Designated Purchaser (other than Purchaser) of Parent’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually or in the aggregate would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) is duly licensed or qualified as a foreign entity to do business, and is in good standing (where such concept is recognized under applicable Law), in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so organized, existing, qualified or licensed existing and in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Parent Material Adverse Effect.

Organization; Standing. (a) Purchaser The Partnership is a corporation, limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate partnership power and authority necessary to operate carry on its business as it is now being conducted, except (other than with respect to the Partnership’s due organization and valid existence) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Purchaser The Partnership is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to materially have a Material Adverse Effect. True and adversely affect complete copies of the ability Partnership Organizational Documents are included in the Filed Partnership SEC Documents and, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Partnership and the General Partner are not in violation of Purchaser to carry out its obligations under this Agreement or any of the Ancillary Agreements and to consummate the Transactionsprovisions thereof. (b) Each Designated Purchaser (other than Purchaser) of the Partnership’s Subsidiaries is an a legal entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually or in the aggregate would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or corporate, partnership, limited liability company or other entity power and corporate or limited liability company authority authority, as applicable, necessary to carry on its business as it is now being conducted. Each Designated Purchaser (other than Purchaser) , and is duly licensed or qualified as a foreign entity to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except (other than with respect to the extent that due organization and valid existence of the General Partner) where the failure to be so organized, existing, qualified or licensed existing and in good standing standing, have such power and authority or be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to materially have a Material Adverse Effect. The Partnership has made available to Parent complete and adversely affect correct copies of the ability organizational or governing documents of each of the Partnership’s Significant Subsidiaries, each as amended to the date of this Agreement and, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of the Partnership’s Significant Subsidiaries are in violation of any Designated Purchaser to carry out its obligations under this Agreement or of the Ancillary Agreements and to consummate the Transactionsprovisions thereof.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and corporate authority necessary to operate carry on its business as it is now conductedbeing conducted except (other than with respect to the Company’s due organization and valid existence) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing licensing, qualification or qualification good standing necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would notstanding, individually or in the aggregate, has not had and would not reasonably be expected to materially have a Material Adverse Effect. True and adversely affect complete copies of the ability of Purchaser Company Charter Documents (as amended to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate date hereof) are included in the TransactionsFiled SEC Documents. (b) Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that where the failure to be so organized, existing or in good standing standing, individually or in the aggregate aggregate, has not had and would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is duly licensed or licensed, qualified as a foreign entity to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing licensing, qualification or qualification good standing necessary, except to the extent that where the failure to be so organized, existinglicensed, qualified or licensed and in good standing would notstanding, individually or in the aggregate, has not had and would not reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organized, validly incorporated and existing under and in good standing under by virtue of the Laws of the State of Delaware Maryland and is in good standing with the SDAT. The Company has all requisite corporate power and authority necessary to operate carry on its business as it is now being conducted, except (other than with respect to the Company’s due incorporation and valid existence) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Purchaser Merger Sub is a limited liability company duly formed and existing under and by virtue of the Laws of the State of Maryland and is in good standing with the SDAT. The Company is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to materially have a Company Material Adverse Effect. True and adversely affect complete copies of the ability Company’s Constituent Documents as amended to the date of Purchaser to carry out its obligations under this Agreement are included in the Company SEC Documents. The Company has made available to HR true and complete copies of Merger Sub’s Constituent Documents. The Constituent Documents of the Company, the Company OP and Merger Sub are in full force and effect and the Company, the Company OP and Merger Sub are not in violation of any of their respective Constituent Documents, except as would not, individually or in the Ancillary Agreements and aggregate, reasonably be expected to consummate the Transactionshave a Company Material Adverse Effect. (b) Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually or in the aggregate would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company organizational power and corporate or limited liability company authority necessary to carry on its business as it is now conducted. Each Designated Purchaser (other than Purchaser) being conducted and is duly licensed or qualified as a foreign entity to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so organized, existing, qualified or licensed existing and in good standing standing, have such power or authority or be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to materially have a Company Material Adverse Effect. True and adversely affect complete copies of the ability Company OP Documents are included in the Company SEC Documents. (c) Except as set forth in Section 3.01(c) of the Company Disclosure Schedule, neither the Company nor any Designated Purchaser to carry out its obligations under this Agreement Company Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Ancillary Agreements Company Subsidiaries and to consummate investments in short-term investment securities). There are no current or pending dissolution, liquidation, forfeiture or revocation proceedings regarding the TransactionsCompany or any of the Company Subsidiaries.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware New Jersey and has all requisite corporate power and corporate authority necessary to operate carry on its business as it is now being conducted. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased otherwise held by it makes such licensing licensing, qualification or qualification good standing necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would notstanding, individually or in the aggregate, would not reasonably be expected to materially be material to the Company and adversely affect its Subsidiaries, taken as a whole. True and complete copies of the ability Company Charter Documents (as amended to the date hereof) as currently in effect as of Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate date hereof are included in the TransactionsCompany SEC Documents. (b) Exhibit 21.1 to the Company’s Form 10-K/A filed on April 24, 2019 (Commission File Number 000-51371) contains a true and complete list of all the Subsidiaries of the Company. Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an a legal entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually organization or in the aggregate would not reasonably be expected to materially formation and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as it is now being conducted. Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is duly licensed or qualified as a foreign entity to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased otherwise held by it makes such licensing licensing, qualification or qualification good standing necessary, except to the extent that where the failure to be so organized, existinglicensed, qualified or licensed and in good standing would notstanding, individually or in the aggregate, would not reasonably be expected to materially be material to the Company and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the TransactionsSubsidiaries, taken as a whole.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and corporate authority necessary to operate carry on its business as it is now conductedbeing conducted except (other than with respect to the Company’s due organization and valid existence) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing licensing, qualification or qualification good standing necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would notstanding, individually or in the aggregate, has not had and would not reasonably be expected to materially have a Material Adverse Effect. True and adversely affect complete copies of the ability of Purchaser Company Charter Documents (as amended to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate date hereof) are included in the TransactionsFiled SEC Documents. (ba) Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that where the failure to be so organized, existing or in good standing standing, individually or in the aggregate aggregate, has not had and would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is duly licensed or licensed, qualified as a foreign entity to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing licensing, qualification or qualification good standing necessary, except to the extent that where the failure to be so organized, existinglicensed, qualified or licensed and in good standing would notstanding, individually or in the aggregate, has not had and would not reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect.

Organization; Standing. (a) Purchaser Parent is a corporation, corporation duly organized, organized and validly existing under the Laws of the Commonwealth of Virginia, the Company is a corporation duly organized and in good standing validly existing under the Laws of the State of Delaware Delaware, and each such Seller is in good standing and has all requisite corporate power and authority necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, except (other than with respect to such Seller’s due organization and valid existence) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Purchaser Each Seller is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to materially have a Material Adverse Effect. True, correct and adversely affect complete copies of the ability Parent Charter Documents are included in the Filed SEC Documents, each of Purchaser which is in full force and effect as of the date of this Agreement. The Company has made available to carry out its obligations under the Investor true, correct and complete copies of the Company Charter Documents, each of which is in full force and effect as of the date of this Agreement or the Ancillary Agreements and to consummate the TransactionsAgreement. (b) Each Designated Purchaser (other than Purchaser) of Parent’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that where the failure to be so organized, existing and in good standing would not, individually or in the aggregate would not aggregate, reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) of Parent’s Subsidiaries is duly licensed or qualified as a foreign entity to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so organized, existinglicensed, qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organized, organized and validly existing and in good standing under the Laws of the State of Delaware Delaware, is in good standing with the Secretary of State and has all requisite corporate power and corporate authority necessary to operate own or lease all of its properties and assets and to carry on its business as it is now being conducted. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to materially have a Material Adverse Effect. True and adversely affect complete copies of the ability Company’s Organizational Documents are included in the Filed Company SEC Documents, and each as so made available is in full force and effect on the date of Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the TransactionsAgreement. (b) Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually or in the aggregate would not reasonably be expected to materially organization and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to own or lease all of its properties and assets and to carry on its business as is it is now being conducted, except where the failure to be so organized, existing or in good standing or have such power or authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is duly licensed or qualified as a foreign entity to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so organized, existinglicensed, qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to materially have a Material Adverse Effect. True and adversely affect complete copies of the ability certificate of any Designated Purchaser incorporation and bylaws (or similar Organizational Documents) of the Subsidiaries of the Company, in each case, as amended to carry out its obligations under the date of this Agreement, have been made available to Parent or are included in the Filed Company SEC Documents, and each as so made available is in full force and effect on the date of this Agreement. Section 3.01(b) of the Company Disclosure Letter sets forth a true and complete list of each Subsidiary of the Company as of the date of this Agreement and its jurisdiction of incorporation or the Ancillary Agreements and to consummate the Transactionsorganization.

Organization; Standing. (a) Purchaser The Company is a corporation, limited partnership duly organized, validly existing and in good standing under the Laws of the State Republic of Delaware The Xxxxxxxx Islands and has all requisite corporate limited partnership power and authority necessary to operate carry on its business as it is now being conducted. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing licensing, qualification or qualification necessary, good standing necessary except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would notstanding, individually or in the aggregate, has not had and would not reasonably be expected to materially have a Material Adverse Effect. True and adversely affect complete copies of the ability Company Organizational Documents (as amended to the date hereof) are included in the Filed SEC Documents. The Company has made available to the Investor true and complete copies of Purchaser any minutes prepared for meetings of its stockholders, meetings of the Board and committees of the Board and meetings of the boards of directors and committees of the boards of directors of its Subsidiaries, in each case convened or held since January 1, 2015, other than as each relates to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. (b) Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually or in the aggregate would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is duly licensed or licensed, qualified as a foreign entity to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing licensing, qualification or qualification good standing necessary, except to the extent that where the failure to be so organized, existinglicensed, qualified or licensed and in good standing would notstanding, individually or in the aggregate, has not had and would not reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect.

Organization; Standing. (a) Purchaser The Company is a corporation, duly organized, incorporated and validly existing and as an exempted company in good standing standing, or the equivalent thereof, under the Laws laws of the State of Delaware Bermuda and has all requisite corporate power and corporate authority to operate carry on its business as now being conducted, except (other than with respect to the Company’s due organization and valid existence) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Purchaser The Company is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect. (b) Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is an entity duly incorporated or organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its incorporation or organization, except to the extent that where the failure to be so organized, existing and in good standing would not, individually or in the aggregate would not aggregate, reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactionshave a Material Adverse Effect. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) of the Company’s Subsidiaries is duly licensed or qualified as a foreign entity to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessarynecessary and has all requisite corporate, or other legal entity, as the case may be, power and authority to own and operate its properties and to carry on its businesses as now conducted, except to the extent that where the failure to be so organized, existinglicensed, qualified or licensed and in good standing or have such power and authority would not, individually or in the aggregate, reasonably be expected to materially have a Material Adverse Effect. All the outstanding shares capital stock or other equity interests of each Subsidiary have been duly and adversely affect validly issued and are fully paid and non-assessable, and were issued in accordance with the ability registration or qualification requirements of the Securities Act of 1933, as amended, and any Designated Purchaser relevant state or foreign securities Laws or pursuant to carry out its obligations under this Agreement valid exemptions therefrom, except where such failure would not, individually or in the Ancillary Agreements and aggregate, reasonably be expected to consummate the Transactionshave a Material Adverse Effect.

Organization; Standing. (a) Purchaser The Company is a corporation, corporation duly organized, organized and validly existing and in good standing under the Laws of the State of Delaware Delaware. (b) Each Significant Subsidiary is a corporation or limited liability company, as applicable, duly organized and validly existing and in good standing under the Laws of the State of Delaware. The Company and each of the Significant Subsidiaries has all requisite corporate power and corporate authority necessary to operate carry on its business as it is now being conducted, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would prevent or materially delay, materially interfere with, materially hinder or materially impair the ability of the Company or its Subsidiaries to consummate the Transactions or to perform its obligations under any of the Transaction Documents. Purchaser The Company and each of the Significant Subsidiaries is duly licensed or qualified or licensed as a foreign corporation to do business, business and is in good standing (where such concept is recognized under applicable Law), ) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed licensed, qualified or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to materially have a Material Adverse Effect. True and adversely affect complete copies of the ability of Purchaser to carry out its obligations under this Agreement or Company Charter Documents are included in the Ancillary Agreements and to consummate the TransactionsFiled SEC Documents. (bc) Each Designated Purchaser of the Company’s Subsidiaries (other than Purchaserthe Significant Subsidiaries) is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually or in the aggregate would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) is duly licensed or qualified as a foreign entity to do business, and is in good standing (where such concept is recognized under applicable Law), in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so organized, existing, qualified or licensed existing and in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would prevent or materially and adversely affect delay, materially interfere with, materially hinder or materially impair the ability of any Designated Purchaser the Company or its Subsidiaries to carry out consummate the Transactions or to perform its obligations under this Agreement or any of the Ancillary Agreements and to consummate the TransactionsTransaction Documents.