Common use of Incorporation and Authority Clause in Contracts

Incorporation and Authority. The Purchaser is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. The Purchaser has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, and (ii) own, lease and operate its properties and carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to adversely affect the Purchaser’s ability to perform its obligations under this Agreement or the Ancillary Documents or consummate the transactions contemplated hereby or thereby on a timely basis. The execution and delivery by the Purchaser of this Agreement and the Ancillary Documents to which the Purchaser is or will be a party and the consummation by the Purchaser of the transactions contemplated by this Agreement and the Ancillary Documents to which the Purchaser is or will be a party have been or will be duly authorized by all requisite corporate or other similar organizational action on the part of the Purchaser. This Agreement has been, and the other Ancillary Documents to which the Purchaser is or will be a party will be, duly executed and delivered by the Purchaser. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, and the other Ancillary Documents to which the Purchaser is or will be a party will constitute, the legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

Incorporation and Authority. The Purchaser Each of Seller, Seller Parent, the Company and each Company Subsidiary is an entity duly organized, validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction of organization. The Purchaser , formation or incorporation, as applicable, and has all requisite corporate or other applicable organizational power and authority to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, and (ii) own, lease and operate its properties and carry on conduct its business as it is now being conducted and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that currently conducted. Except as would not, individually or in the aggregate, reasonably be expected to adversely affect have a Material Adverse Effect, the Purchaser’s ability Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. Seller has delivered to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). Seller, Seller Parent and the Company have all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it will be a party, to carry out and perform its obligations under this Agreement or the Ancillary Documents or hereunder and thereunder and to consummate the transactions contemplated on its part hereby or thereby on a timely basisand thereby. The execution and delivery by Seller, Seller Parent and the Purchaser Company of this Agreement and by Seller, Seller Parent and the Company of the Ancillary Documents Agreements to which the Purchaser is or it will be a party party, and the consummation by Seller, Seller Parent and the Purchaser Company of the transactions contemplated by this Agreement on its part hereby and the Ancillary Documents to which the Purchaser is or will be a party thereby, have been or will be duly authorized by all requisite corporate or other similar organizational necessary company action on the part of Seller, Seller Parent and the PurchaserCompany. This Agreement has been, and and, to the other Ancillary Documents to which extent Seller or the Purchaser Company is or will be a party thereto, the Ancillary Agreements will at the Closing be, duly executed and delivered by Seller, Seller Parent and/or the Purchaser. Assuming Company, as applicable, and (assuming due authorization, execution and delivery by the other parties hereto, thereto) this Agreement constitutes, and when executed and delivered, to the other Ancillary Documents to which extent Seller, Seller Parent or the Purchaser Company is or will be a party thereto, the Ancillary Agreements will constitute, the legal, valid and binding obligation obligations of Seller, Seller Parent and/or the PurchaserCompany, as applicable, enforceable against it Seller, Seller Parent and/or the Company, as applicable, in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcyexcept as enforceability may be limited by bankruptcy Laws, reorganization, insolvency, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity or at lawequity).

Incorporation and Authority. The Purchaser Such Acquiror is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the its jurisdiction of organization. The Purchaser incorporation and has all requisite necessary corporate or other applicable organizational power and authority to (i) enter intointo this Agreement and each Ancillary Agreement to which it is to be a party, consummate the transactions contemplated by, and to carry out its obligations under this Agreement, hereunder and (ii) own, lease thereunder and operate its properties and carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to adversely affect the Purchaser’s ability to perform its obligations under this Agreement or the Ancillary Documents or consummate the transactions contemplated hereby or thereby on a timely basisand thereby. The execution and delivery by the Purchaser such Acquiror of this Agreement and the each Ancillary Documents Agreement to which the Purchaser it is or will to be a party party, the performance by such Acquiror of its obligations hereunder and thereunder and the consummation by the Purchaser such Acquiror of the transactions contemplated by this Agreement hereby and the Ancillary Documents to which the Purchaser is or will be a party thereby have been or will be duly authorized approved by all requisite corporate or other similar organizational necessary action on the part of the PurchaserBoard of Directors and stockholders of such Acquiror. This Agreement has been, and the other and, at each Closing, each Ancillary Documents Agreement delivered at such Closing to which the Purchaser such Acquiror is or will be a party will be, duly executed and delivered by the Purchaser. Assuming such Acquiror, and (assuming due authorization, execution and delivery by the other parties hereto, THCI of this Agreement constitutesand by THCI, a THCI Partnership or a THCI Subsidiary, as the case may be, of such Ancillary Agreement) this Agreement and the other such Ancillary Documents to which the Purchaser is Agreements constitute or will be a party will constitute, as the case may be, legal, valid and binding obligation obligations of the Purchaser, such Acquiror enforceable against it such Acquiror in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvencyinsolvency (including, without limitation, all Laws relating to fraudulent transfers), moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law).

Incorporation and Authority. The Purchaser Each of Parent and Sub is a limited liability company, duly organized, validly existing and in good standing under the Laws laws of its jurisdiction the State of organization. The Purchaser Delaware and has all requisite corporate or other applicable organizational necessary limited liability company power and authority to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, and (ii) own, lease and operate its properties and to carry on its business as it is now being conducted currently conducted, and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to adversely affect the Purchaser’s ability to perform its obligations under this Agreement or the Ancillary Documents or consummate the transactions contemplated hereby or thereby on a timely basis. The execution and delivery by the Purchaser of enter into this Agreement and the Ancillary Documents each other agreement, document, instrument or certificate to which the Purchaser is be executed by Parent or will be a party and Sub in connection with the consummation by the Purchaser of the transactions contemplated by this Agreement (together with this Agreement, such agreements, documents, instruments and certificates being, the "Purchaser Documents"), to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary other Purchaser Documents to which by each of Parent and Sub, the Purchaser is or will be a party performance by each of Parent and Sub of its obligations hereunder and thereunder and the consummation by each of Parent and Sub of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate or other similar organizational limited liability company action on the part of the PurchaserParent, its members and Sub. This Agreement has been, and each of the other Ancillary Purchaser Documents to which the Purchaser is or will be a party at Closing will be, duly executed and delivered by the Purchaser. Assuming each of Parent and Sub, and (assuming due authorization, execution and delivery by each of the parties hereto and thereto other parties hereto, than Parent and Sub) this Agreement constitutes, and each of the other Ancillary Purchaser Documents to which the Purchaser is or will be a party when so executed and delivered will constitute, the legal, valid and binding obligation obligations of the Purchaser, Parent and Sub enforceable against it Parent and Sub in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium moratorium, fraudulent conveyance or similar Laws now or hereafter in effect relating to or laws affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law). Each of Parent and Sub is duly qualified to do business, and is in good standing, in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except for where the failure to be so qualified would not have a Material Adverse Effect with respect to Parent or Sub. Parent owns beneficially and of record all of the outstanding membership interests in Sub. As of the date hereof, (i) Parent has no material assets and has no material liabilities (other than its ownership of membership interests in Sub and capital stock of ACN Holdings, Inc., a Delaware corporation) and (ii) Sub has no Subsidiaries or shares of capital stock or other equity securities of any Person (other than Sub's ownership of capital stock of Business Sound, Inc., an Ohio corporation).

Incorporation and Authority. The Purchaser Seller is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of its jurisdiction of organization. The Purchaser England and Wales and has all requisite necessary corporate or power and authority to enter into this Agreement and the Xxxx of Sale (the Xxxx of Sale together with all other applicable organizational power assignments and documents that Seller is to (i) enter intoexecute and deliver pursuant to this Agreement being hereinafter collectively referred to as the "Ancillary Agreements"), consummate the transactions contemplated by, and to carry out its obligations under this Agreement, and (ii) own, lease and operate its properties and carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to adversely affect the Purchaser’s ability to perform its obligations under this Agreement or the Ancillary Documents or hereunder and thereunder and to consummate all of the transactions contemplated hereby or thereby on a timely basisand thereby. The execution execution, delivery and delivery performance by the Purchaser Seller of this Agreement and the Ancillary Documents to which the Purchaser is or will be a party Agreements, and the sale of the Purchased Assets to Purchaser and consummation by the Purchaser of all the transactions contemplated hereby and thereby on the terms and conditions set forth herein, have been duly and validly authorized by Seller by all necessary corporate action of Seller's Board of Directors and shareholders. No authorization, decree or order of any court, bankruptcy court, bankruptcy trustee, creditors' committee, receiver, governmental authority or any other person is required in order to authorize or enable Seller to: (i) enter into this Agreement and the Ancillary Documents Agreements; (ii) sell, assign, convey and transfer all the Purchased Assets to which Purchaser as contemplated by this Agreement; or (iii) to carry out and perform Seller's obligations under this Agreement and the Purchaser is or will be a party have been or will be duly authorized by all requisite corporate or other similar organizational action on the part of the PurchaserAncillary Agreements. This Agreement has been, and at the other Closing the Ancillary Documents to which the Purchaser is or will be a party Agreements will be, duly and validly executed and delivered by the Purchaser. Assuming Seller, and (assuming due authorization, execution and delivery by the other parties hereto, Purchaser) this Agreement constitutesconstitutes and, and upon the other execution of each of the Ancillary Documents to which Agreements by the Purchaser is or will be a party parties thereto, the Ancillary Agreements will constitute, the legal, valid and binding obligation obligations of the Purchaser, Seller enforceable against it Seller in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

Incorporation and Authority. The Purchaser Each of Parent and Sub is --------------------------- a limited liability company, duly organized, validly existing and in good standing under the Laws laws of its jurisdiction the State of organization. The Purchaser Delaware and has all requisite corporate or other applicable organizational necessary limited liability company power and authority to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, and (ii) own, lease and operate its properties and to carry on its business as it is now being conducted currently conducted, and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to adversely affect the Purchaser’s ability to perform its obligations under this Agreement or the Ancillary Documents or consummate the transactions contemplated hereby or thereby on a timely basis. The execution and delivery by the Purchaser of enter into this Agreement and the Ancillary Documents each other agreement, document, instrument or certificate to which the Purchaser is be executed by Parent or will be a party and Sub in connection with the consummation by the Purchaser of the transactions contemplated by this Agreement (together with this Agreement, such agreements, documents, instruments and certificates being, the "Purchaser Documents"), to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary other Purchaser Documents to which by each of Parent and Sub, the Purchaser is or will be a party performance by each of Parent and Sub of its obligations hereunder and thereunder and the consummation by each of Parent and Sub of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate or other similar organizational limited liability company action on the part of the PurchaserParent, its members and Sub. This Agreement has been, and each of the other Ancillary Purchaser Documents to which the Purchaser is or will be a party at Closing will be, duly executed and delivered by the Purchaser. Assuming each of Parent and Sub, and (assuming due authorization, execution and delivery by each of the parties hereto and thereto other parties hereto, than Parent and Sub) this Agreement constitutes, and each of the other Ancillary Purchaser Documents to which the Purchaser is or will be a party when so executed and delivered will constitute, the legal, valid and binding obligation obligations of the Purchaser, Parent and Sub enforceable against it Parent and Sub in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium moratorium, fraudulent conveyance or similar Laws now or hereafter in effect relating to or laws affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law). Each of Parent and Sub is duly qualified to do business, and is in good standing, in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except for where the failure to be so qualified would not have a Material Adverse Effect with respect to Parent or Sub. Parent owns beneficially and of record all of the outstanding membership interests in Sub. As of the date hereof, (i) Parent has no material assets and has no material liabilities (other than its ownership of membership interests in Sub and capital stock of ACN Holdings, Inc., a Delaware corporation) and (ii) Sub has no Subsidiaries or shares of capital stock or other equity securities of any Person (other than Sub's ownership of capital stock of Business Sound, Inc., an Ohio corporation).

Incorporation and Authority. The Purchaser is a corporation duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of organization. The Purchaser Washington and has all requisite necessary corporate or other applicable organizational power and authority to (i) enter intointo this Agreement and each of the Ancillary Agreements to which it is a party, consummate the transactions contemplated by, and to carry out its obligations under this Agreementhereunder and thereunder, and (ii) own, lease and operate its properties and carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to adversely affect the Purchaser’s ability to perform its obligations under this Agreement or the Ancillary Documents or consummate the transactions contemplated hereby and thereby, to own, operate or thereby lease the properties now owned, operated or leased by the Company and to carry on the business now being conducted by the Purchaser. Purchaser is a timely basiswholly-owned subsidiary of RBA. The execution and delivery by the Purchaser of this Agreement and each of the Ancillary Documents Agreements to which it is a party, the Purchaser is or will be a party performance of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated by this Agreement hereby and the Ancillary Documents to which the Purchaser is or will be a party thereby have been or will be duly authorized by all requisite corporate or other similar organizational action on the part of the Purchaser. This Agreement has been, and the other Ancillary Documents to which the Purchaser is or will be a party will be, been duly executed and delivered by the Purchaser. Assuming , and (assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, and the other Ancillary Documents to which the Purchaser is or will be thereto) constitutes a party will constitute, the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. At the Closing, each of the Ancillary Agreements to which the Purchaser is a party shall be duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the other parties thereto) shall constitute a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. RBA is a corporation duly amalgamated, validly existing and in good standing under the laws of Canada, and has all necessary corporate power and authority to enter into the Warrant and the Registration Rights Agreement. At the Closing, the Warrant and the Registration Rights Agreement shall be duly executed and delivered by RBA and shall constitute a legal, valid and binding obligation of RBA, enforceable against it RBA in accordance with their respective its terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

Incorporation and Authority. The Purchaser Seller is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of its jurisdiction the State of organization. The Purchaser California and has all requisite necessary corporate or other applicable organizational power and authority to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under into this Agreement, the Xxxx of Sale and the Assumption Agreement (ii) ownthe Xxxx of Sale and the Assumption Agreement, lease together with all other assignments and operate its properties documents that Seller is to execute and deliver pursuant to this Agreement being hereinafter collectively referred to as the “Seller Ancillary Agreements”), to carry on its business as it is now being conducted out and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to adversely affect the Purchaser’s ability to perform its obligations under this Agreement or the Ancillary Documents or hereunder and thereunder and to consummate all of the transactions contemplated hereby or thereby on a timely basisand thereby, subject to obtaining the third party consents listed in Schedule 3.03 of the Seller Disclosure Letter. The execution execution, delivery and delivery performance by the Purchaser Seller of this Agreement and the Seller Ancillary Documents to which the Purchaser is or will be a party Agreements, and the sale of the Purchased Assets to Purchaser and consummation by the Purchaser of all the transactions contemplated by this Agreement hereby and thereby on the Ancillary Documents to which the Purchaser is or will be a party terms and conditions set forth herein, have been or will be duly and validly authorized by Seller by all requisite necessary corporate or other similar organizational action on the part of Seller. No authorization, decree or order of any governmental authority is required in order to authorize or enable Seller to: (i) enter into this Agreement and the PurchaserSeller Ancillary Agreements; (ii) sell, assign, convey and transfer all the Purchased Assets to Purchaser as contemplated by this Agreement; or (iii) to carry out and perform Seller’s obligations under this Agreement and the Seller Ancillary Agreements. This Agreement has been, and at the other Closing the Seller Ancillary Documents to which the Purchaser is or will be a party Agreements will be, duly and validly executed and delivered by the Purchaser. Assuming Seller, and (assuming due authorization, execution and delivery of this Agreement and any Seller Ancillary Agreements by Purchaser) this Agreement constitutes and, upon the execution of each of the Seller Ancillary Agreements by the other parties heretothereto, this Agreement constitutes, and the other Seller Ancillary Documents to which the Purchaser is or will be a party Agreements will constitute, the legal, valid and binding obligation obligations of the Purchaser, Seller enforceable against it Seller in accordance with their respective terms, except as such enforceability may be limited by principles of public policy and subject in each case to the effect laws of any applicable general application relating to bankruptcy, reorganizationinsolvency and the relief of debtors and rules of law governing specific performance, insolvency, moratorium injunctive relief or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general other equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law)remedies.

Incorporation and Authority. The Purchaser Seller is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of its jurisdiction the State of organization. The Purchaser Delaware and has all requisite necessary corporate or other applicable organizational power and authority to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under into this Agreement, the Bxxx of Sale and the Assumption Agreement (ii) ownthe Bxxx of Sale and the Assumption Agreement, lease together with all other assignments and operate its properties documents that Seller is to execute and deliver pursuant to this Agreement being hereinafter collectively referred to as the “Ancillary Agreements”), to carry on its business as it is now being conducted out and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to adversely affect the Purchaser’s ability to perform its obligations under this Agreement or the Ancillary Documents or hereunder and thereunder and to consummate all of the transactions contemplated hereby or thereby on a timely basisand thereby. The execution execution, delivery and delivery performance by the Purchaser Seller of this Agreement and the Ancillary Documents to which the Purchaser is or will be a party Agreements, and the sale of the Purchased Assets to Purchaser and consummation by the Purchaser of all the transactions contemplated hereby and thereby on the terms and conditions set forth herein, have been duly and validly authorized by Seller by all necessary corporate action of Seller’s Board of Directors and shareholders. No authorization, decree or order of any court, bankruptcy court, bankruptcy trustee, creditors’ committee, receiver, governmental authority or any other person is required in order to authorize or enable Seller to: (i) enter into this Agreement and the Ancillary Documents Agreements; (ii) sell, assign, convey and transfer all the Purchased Assets to which Purchaser as contemplated by this Agreement; or (iii) to carry out and perform Seller’s obligations under this Agreement and the Purchaser is or will be a party have been or will be duly authorized by all requisite corporate or other similar organizational action on the part of the PurchaserAncillary Agreements. This Agreement has been, and at the other Closing the Ancillary Documents to which the Purchaser is or will be a party Agreements will be, duly and validly executed and delivered by the Purchaser. Assuming Seller, and (assuming due authorization, execution and delivery by the other parties hereto, Purchaser) this Agreement constitutesconstitutes and, and upon the other execution of each of the Ancillary Documents to which Agreements by the Purchaser is or will be a party parties thereto, the Ancillary Agreements will constitute, the legal, valid and binding obligation obligations of the Purchaser, Seller enforceable against it Seller in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

Incorporation and Authority. of the Company and the Company Entities. The Purchaser Company is a limited liability company duly organizedformed, validly existing and in good standing under the Laws laws of its jurisdiction the State of organizationNevada. The Purchaser Company has all requisite corporate or other applicable organizational necessary limited liability company power and authority to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, and (ii) own, lease and operate its properties and properties, to carry on its business as it is now being conducted conducted, to enter into this Agreement and the Ancillary Agreements to which it is or will be a signatory, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each of the Company Entities is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all necessary corporate power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted, to enter into the Ancillary Agreements to which it is or will be a signatory, to carry out its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The Company and each of the Company Entities is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in all jurisdictions where its which the nature of either the ownership or leasing use of property its assets and properties or the conduct of its business the Company Business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to adversely affect the Purchaser’s ability to perform its obligations under this Agreement or the Ancillary Documents or consummate the transactions contemplated hereby or thereby on a timely basissuch qualification. The execution execution, delivery and delivery performance by each of the Purchaser Company and the Company Entities of this Agreement and the each Ancillary Documents Agreement to which the Purchaser it is or will be a party and the consummation by the Purchaser of the transactions contemplated by this Agreement and the Ancillary Documents to which the Purchaser is or will be a party signatory have been or will be duly authorized by all requisite limited liability company or corporate or other similar organizational action on the part of the PurchaserCompany or such Company Entity, as the case may be. This Agreement has beenis, and the other upon execution each Ancillary Documents Agreement to which the Purchaser it is or will be a party signatory will be, duly executed and delivered by the Purchaser. Assuming Company or the Company Entities, and (assuming due authorization, execution and delivery by Nortel Networks or the other parties hereto, Nortel Contributing Entities that are signatories thereto) this Agreement constitutes, and upon execution the other Ancillary Documents Agreements to which the Purchaser it is or will be a party signatory will constitute, the legal, valid and binding obligation obligations of the PurchaserCompany or the Company Entities that are signatories thereto, enforceable against it the Company or such Company Entities in accordance with their respective terms, subject in each case to the effect of any except as such enforcement may be limited by applicable anti-trust, bankruptcy, reorganization, insolvency, moratorium or reorganization and similar Laws now or hereafter in effect relating laws affecting generally the enforcement of the rights of contracting parties and subject to or affecting creditors’ rights and remedies generally and subject, as to enforceability, a court's discretionary authority with respect to the effect granting of general a decree ordering specific performance or other equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law)remedies.

Incorporation and Authority. The Purchaser Seller is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of Delaware and has all necessary corporate power and authority to own the Acquired Assets and carry on the Division Business as it is being carried on prior to Closing, to perform all of its jurisdiction obligations under the Assigned Agreements and to enter into this Agreement, the Xxxx of organization. The Purchaser has Sale, the Assumption Agreement, the Escrow Agreement, the Sub-Lease, the Invention Assignment Agreements the Transitional Services Agreement (the Xxxx of Sale, the Escrow Agreement, the Assumption Agreement, the Sub-Lease, the Invention Assignment Agreements, the Transitional Services Agreement, together with all requisite corporate or other applicable organizational power assignments and documents that Seller is to (i) enter intoexecute and deliver pursuant to this Agreement being hereinafter collectively referred to as the "Ancillary Agreements"), to carry out and perform its obligations hereunder and thereunder and to consummate all of the transactions contemplated byhereby and thereby. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements, and carry out its obligations under this Agreementthe sale of the Acquired Assets to Buyer and consummation of all the transactions contemplated hereby and thereby on the terms and conditions set forth herein and therein, have been duly and (ii) own, lease and operate its properties and carry validly authorized by Seller by all necessary corporate action of Seller's Board of Directors. No action on its business as it the part of Seller's stockholders is now being conducted and is duly qualified necessary to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to adversely affect the Purchaser’s ability to perform its obligations under this Agreement or the Ancillary Documents or consummate the transactions contemplated hereby or thereby on a timely basis. The execution and delivery by the Purchaser of this Agreement and pursuant to the Ancillary Documents to which the Purchaser is or will be a party and the consummation by the Purchaser of the transactions contemplated by this Agreement and the Ancillary Documents to which the Purchaser is or will be a party have been or will be duly authorized by all requisite corporate or other similar organizational action on the part of the PurchaserAgreements. This Agreement has been, and at the other Closing the Ancillary Documents to which the Purchaser is or will be a party Agreements will be, duly and validly executed and delivered by the Purchaser. Assuming Seller, and (assuming due authorization, execution and delivery by the other parties hereto, Buyer) this Agreement constitutesconstitutes and, and upon the other execution of each of the Ancillary Documents to which Agreements by the Purchaser is or will be a party parties thereto, the Ancillary Agreements will constitute, the legal, valid and binding obligation obligations of the Purchaser, Seller enforceable against it Seller in accordance with their respective terms, subject in each case except to the effect of any applicable extent that enforceability may be limited by bankruptcy, reorganizationmoratorium, insolvency, moratorium or similar Laws now or hereafter in effect relating to or and other laws affecting the enforcement of creditors’ ' rights and remedies generally and subjectby principles of equity. Notwithstanding the forgoing, Seller makes no representation nor warranty regarding Buyer's ability to require Seller to provide Vendor Finance as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought set forth in a proceeding in equity or at lawSection 2(d)(iii).

Incorporation and Authority. The Purchaser ‌ Each of ITW, ITW Subsidiary, the Company and each Company Subsidiary is an entity duly organized, validly existing and (where such concept is applicable) in good standing (or local equivalent) under the Laws of its jurisdiction of organization. The Purchaser , formation or incorporation, as applicable, and has all requisite corporate or other applicable organizational power and authority to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, and (ii) own, lease and operate its properties and carry on conduct its business as it is now being conducted and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualifiedcurrently conducted, except for any failure under clause the entities set forth on Schedule 2.1 (ii) that which are being liquidated in accordance with applicable Laws). Except as would not, individually or in the aggregate, reasonably be expected to adversely affect have a Material Adverse Effect, the Purchaser’s ability Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. ITW has made available to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company, ITW Subsidiary and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). Each of ITW, ITW Subsidiary and the Company has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it will be a party, to carry out and perform its obligations under this Agreement or the Ancillary Documents or hereunder and thereunder and to consummate the transactions contemplated on its part hereby or thereby on a timely basisand thereby. The execution and delivery by ITW, ITW Subsidiary and the Purchaser Company of this Agreement and by ITW, ITW Subsidiary and the Company of the Ancillary Documents Agreements to which the Purchaser is or it will be a party party, and the consummation by ITW, ITW Subsidiary and the Purchaser Company of the transactions contemplated by this Agreement on its part hereby and the Ancillary Documents to which the Purchaser is or will be a party thereby, have been or will be duly authorized by all requisite corporate or other similar organizational necessary company action on the part of ITW, ITW Subsidiary and the PurchaserCompany. This Agreement has been, and and, to the other Ancillary Documents to which extent ITW, ITW Subsidiary or the Purchaser Company is or will be a party thereto, the Ancillary Agreements will at the Closing be, duly executed and delivered by ITW, ITW Subsidiary and/or the Purchaser. Assuming Company, as applicable, and (assuming due authorization, execution and delivery by the other parties hereto, thereto) this Agreement constitutes, and when executed and delivered, to the other Ancillary Documents to which extent ITW, ITW Subsidiary or the Purchaser Company is or will be a party thereto, the Ancillary Agreements will constitute, the legal, valid and binding obligation obligations of ITW, ITW Subsidiary and/or the PurchaserCompany, as applicable, enforceable against it ITW, ITW Subsidiary and/or the Company, as applicable, in accordance with their respective terms, subject in each case to the effect of any applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium or and other similar Laws now or hereafter in effect relating to or affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity or at lawequity).

Incorporation and Authority. The Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of its jurisdiction the State of organization. The Purchaser Illinois and has all requisite necessary corporate or other applicable organizational power and authority to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under into this Agreement, the Xxxx of Sale, the Assumption Agreement and all documents that Purchaser is to execute and deliver pursuant to this Agreement (ii) ownthe Xxxx of Sale, lease the Assumption Agreement and operate its properties all such other documents being hereinafter collectively referred to as the “Purchaser Ancillary Agreements”), to carry out and carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to adversely affect the Purchaser’s ability to perform its obligations under this Agreement or the Ancillary Documents or hereunder and thereunder and to consummate all of the transactions contemplated hereby or thereby on a timely basisand thereby. The execution execution, delivery and delivery performance by the Purchaser of this Agreement and the Purchaser Ancillary Documents to which the Purchaser is or will be a party Agreements, and the purchase of the Purchased Assets by Purchaser and consummation by the Purchaser of all the transactions contemplated by this Agreement hereby and thereby on the Ancillary Documents to which the Purchaser is or will be a party terms and conditions set forth herein, have been or will be duly and validly authorized by Purchaser by all requisite necessary corporate or other similar organizational action on the part of Purchaser. No authorization, decree or order of any governmental authority is required in order to authorize or enable Purchaser to: (i) enter into this Agreement and the PurchaserPurchaser Ancillary Agreements; (ii) purchase the Purchased Assets as contemplated by this Agreement; or (iii) to carry out and perform Seller’s obligations under this Agreement and the Purchaser Ancillary Agreements. This Agreement has been, and at the other Ancillary Documents to which Closing the Purchaser is or will be a party Ancillary Agreements will be, duly and validly executed and delivered by the Purchaser. Assuming , and (assuming due authorization, execution and delivery of this Agreement and any Seller Ancillary Agreements by Seller) this Agreement constitutes and, upon the execution of each of the Purchaser Ancillary Agreements by the other parties heretothereto, this Agreement constitutes, and the other Ancillary Documents to which the Purchaser is or will be a party Ancillary Agreements will constitute, the legal, valid and binding obligation obligations of the Purchaser, Purchaser enforceable against it Purchaser in accordance with their respective terms, except as such enforceability may be limited by principles of public policy and subject in each case to the effect laws of any applicable general application relating to bankruptcy, reorganizationinsolvency and the relief of debtors and rules of law governing specific performance, insolvency, moratorium injunctive relief or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general other equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law)remedies.

Incorporation and Authority. The Purchaser Each of the Sellers and Target Entities is an entity duly organized, validly existing and (where such concept is applicable) in good standing (or local equivalent) under the Laws of its jurisdiction of organization. The Purchaser , formation or incorporation, as applicable, and has all requisite corporate or other applicable organizational power and authority to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, and (ii) own, lease and operate its properties and carry on conduct its business as it is now being conducted and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualifiedcurrently conducted, except for any failure under clause (ii) that the entities set forth on Schedule 2.1, which are being liquidated in accordance with applicable Laws. Except as would not, individually or in the aggregate, reasonably be expected to adversely affect have a Material Adverse Effect, each Target Entity is duly qualified as a foreign corporation for the Purchaser’s ability transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. Harsco has made available to CD&R Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of each of the Target Entities as in effect as of the date hereof. Each of the Sellers and Target Entities has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it will be a party, to carry out and perform its obligations under this Agreement or the Ancillary Documents or hereunder and thereunder and to consummate the transactions contemplated on its part hereby or thereby on a timely basisand thereby. The execution and delivery by the Purchaser Harsco of this Agreement and by the Sellers of the Ancillary Documents Agreements to which the Purchaser is or they will be a party party, and the consummation by the Purchaser Sellers and the Target Entities of the transactions contemplated by this Agreement on their part hereby and the Ancillary Documents to which the Purchaser is or will be a party thereby, have been or will be duly authorized by all requisite corporate or other similar organizational necessary company action on the part of the Purchasereach Seller and each Target Entity. This Agreement has beenbeen duly executed and delivered by Harsco, and and, to the other Ancillary Documents to which extent the Purchaser is or will be Sellers are a party thereto, the Ancillary Agreements will at the Closing be, duly executed and delivered by the Purchaser. Assuming Sellers, as applicable, and (assuming due authorization, execution and delivery by the other parties hereto, thereto) this Agreement constitutes, and the other Ancillary Documents to which the Purchaser is or will be constitutes a party will constitute, the legal, valid and binding obligation of Harsco, and when executed and delivered, to the Purchaserextent the Sellers are a party thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of the Sellers, as applicable, enforceable against it the Sellers, as applicable, in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcyexcept as enforceability may be limited by bankruptcy Laws, reorganization, insolvency, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity or at lawequity).

Incorporation and Authority. (i) The Purchaser Company is duly organized, validly existing and in good standing under the Laws of its jurisdiction the State of organizationDelaware. The Purchaser Company has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as it is now being conducted presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to adversely affect the Purchaser’s ability to perform its obligations under this Agreement or the Ancillary Documents or consummate the transactions contemplated hereby or thereby on have a timely basisCompany Material Adverse Effect (as defined below). (ii) The execution and delivery by the Purchaser Company of this Agreement and the each Ancillary Documents to which the Purchaser is or will be a party Document, and the consummation by the Purchaser Company of the transactions contemplated by this Agreement and the Ancillary Documents to which the Purchaser is or will be a party have been or will be duly authorized by all requisite corporate or other similar organizational action on the part of the PurchaserCompany. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of Delaware. This Agreement has been, and the other each Ancillary Documents to which the Purchaser is or will be a party Document will be, duly executed and delivered by the PurchaserCompany. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, and each of the other Ancillary Documents to which the Purchaser is or will be a party will constitute, the legal, valid and binding obligation obligations of the PurchaserCompany, enforceable against it the Company in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).accordance

Incorporation and Authority. The Purchaser AMI is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of its jurisdiction the State of organization. The Purchaser Rhode Island and Grass is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and each has all requisite necessary corporate or power and authority to enter into this Agreement, the Xxxx of Sale, the Assumption Agreement, the Transition Services Agreement and the Escrow Agreement (the Xxxx of Sale, the Assumption Agreement, the Transition Services Agreement and the Escrow Agreement, together with all other applicable organizational power assignments and documents that the Sellers are to (i) enter intoexecute and deliver pursuant to this Agreement being hereinafter collectively referred to as the “Ancillary Agreements”), to carry out and perform its obligations hereunder and thereunder and to consummate all of the transactions contemplated byhereby and thereby. The execution, delivery and performance by each of AMI and Grass of this Agreement and the Ancillary Agreements, and carry out its obligations under this Agreementthe sale of the Acquired Assets to the Purchaser and consummation of all the transactions contemplated hereby and thereby on the terms and conditions set forth herein, have been duly and (ii) ownvalidly authorized by each of AMI’s and Grass’ Board of Directors, lease representing all necessary corporate action on the part of each of AMI and operate its properties and carry Grass. Without limiting the foregoing, no action on its business as it the part of the stockholders of either AMI or Grass is now being conducted and is duly qualified necessary to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to adversely affect the Purchaser’s ability to perform its obligations under this Agreement or the Ancillary Documents or consummate the transactions contemplated hereby or thereby on a timely basis. The execution and delivery by the Purchaser of this Agreement and pursuant to the Ancillary Documents to which the Purchaser is or will be a party and the consummation by the Purchaser of the transactions contemplated by this Agreement and the Ancillary Documents to which the Purchaser is or will be a party have been or will be duly authorized by all requisite corporate or other similar organizational action on the part of the PurchaserAgreements. This Agreement has been, and at the other Closing the Ancillary Documents to which the Purchaser is or will be a party Agreements will be, duly and validly executed and delivered by the Purchaser. Assuming each of AMI and Grass, and (assuming due authorization, execution and delivery by the other parties hereto, Purchaser) this Agreement constitutesconstitutes and, and upon the other execution of each of the Ancillary Documents to which Agreements by the Purchaser is or will be a party parties thereto, the Ancillary Agreements will constitute, the legal, valid and binding obligation obligations of the Purchaser, each of AMI and Grass enforceable against it AMI and Grass, respectively, in accordance with their respective terms, subject in each case except to the effect of any applicable extent that enforceability may be limited by bankruptcy, reorganizationmoratorium, insolvency, moratorium or similar Laws now or hereafter in effect relating to or reorganization and other laws affecting the enforcement of creditors’ rights and remedies generally and subject, as to enforceability, to the effect by general principles of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law)equity.

Incorporation and Authority. The Purchaser Seller is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of its jurisdiction the State of organization. The Purchaser Alabama and has all requisite necessary corporate or power and authority to enter into this Agreement, the Xxxx of Sale, the Assumption Agreement, the Transition Services Agreement and the Tanker Services Agreement (the Xxxx of Sale, the Assumption Agreement, the Transition Services Agreement and the Tanker Services Agreement, together with all other applicable organizational power assignments and documents that the Seller is to (i) enter intoexecute and deliver pursuant to this Agreement being hereinafter collectively referred to as the “Ancillary Agreements”), to carry out and perform its obligations hereunder and thereunder and to consummate all of the transactions contemplated byhereby and thereby. The execution, delivery and performance by the Seller of this Agreement and the Ancillary Agreements, and carry out its obligations under this Agreementthe sale of the Acquired Assets to the Purchaser and consummation of all the transactions contemplated hereby and thereby on the terms and conditions set forth herein, have been duly and (ii) ownvalidly authorized by the Seller’s Board of Directors, lease and operate its properties and carry representing all necessary corporate action on its business as it the part of the Seller. Without limiting the foregoing, no action on the part of the shareholders of the Seller is now being conducted and is duly qualified necessary to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to adversely affect the Purchaser’s ability to perform its obligations under this Agreement or the Ancillary Documents or consummate the transactions contemplated hereby or thereby on a timely basis. The execution and delivery by the Purchaser of this Agreement and pursuant to the Ancillary Documents to which the Purchaser is or will be a party and the consummation by the Purchaser of the transactions contemplated by this Agreement and the Ancillary Documents to which the Purchaser is or will be a party have been or will be duly authorized by all requisite corporate or other similar organizational action on the part of the PurchaserAgreements. This Agreement has been, and at the other Closing the Ancillary Documents to which the Purchaser is or will be a party Agreements will be, duly and validly executed and delivered by the Purchaser. Assuming Seller, and (assuming due authorization, execution and delivery by the other parties hereto, Purchaser) this Agreement constitutesconstitutes and, and upon the other execution of each of the Ancillary Documents to which Agreements by the Purchaser is or will be a party parties thereto, the Ancillary Agreements will constitute, the legal, valid and binding obligation obligations of the Purchaser, Seller enforceable against it the Seller in accordance with their respective terms, subject in each case except to the effect of any applicable extent that enforceability may be limited by bankruptcy, reorganizationmoratorium, insolvency, moratorium or similar Laws now or hereafter in effect relating to or reorganization and other laws affecting the enforcement of creditors’ rights and remedies generally and subject, as to enforceability, to the effect by general principles of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law)equity.

Incorporation and Authority. The Purchaser Each of ITW, ITW Subsidiary, the Company and each Company Subsidiary is an entity duly organized, validly existing and (where such concept is applicable) in good standing (or local equivalent) under the Laws of its jurisdiction of organization. The Purchaser , formation or incorporation, as applicable, and has all requisite corporate or other applicable organizational power and authority to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, and (ii) own, lease and operate its properties and carry on conduct its business as it is now being conducted and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualifiedcurrently conducted, except for any failure under clause the entities set forth on Schedule 2.1 (ii) that which are being liquidated in accordance with applicable Laws). Except as would not, individually or in the aggregate, reasonably be expected to adversely affect have a Material Adverse Effect, the Purchaser’s ability Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. ITW has made available to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company, ITW Subsidiary and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). Each of ITW, ITW Subsidiary and the Company has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it will be a party, to carry out and perform its obligations under this Agreement or the Ancillary Documents or hereunder and thereunder and to consummate the transactions contemplated on its part hereby or thereby on a timely basisand thereby. The execution and delivery by ITW, ITW Subsidiary and the Purchaser Company of this Agreement and by ITW, ITW Subsidiary and the Company of the Ancillary Documents Agreements to which the Purchaser is or it will be a party party, and the consummation by ITW, ITW Subsidiary and the Purchaser Company of the transactions contemplated by this Agreement on its part hereby and the Ancillary Documents to which the Purchaser is or will be a party thereby, have been or will be duly authorized by all requisite corporate or other similar organizational necessary company action on the part of ITW, ITW Subsidiary and the PurchaserCompany. This Agreement has been, and and, to the other Ancillary Documents to which extent ITW, ITW Subsidiary or the Purchaser Company is or will be a party thereto, the Ancillary Agreements will at the Closing be, duly executed and delivered by ITW, ITW Subsidiary and/or the Purchaser. Assuming Company, as applicable, and (assuming due authorization, execution and delivery by the other parties hereto, thereto) this Agreement constitutes, and when executed and delivered, to the other Ancillary Documents to which extent ITW, ITW Subsidiary or the Purchaser Company is or will be a party thereto, the Ancillary Agreements will constitute, the legal, valid and binding obligation obligations of ITW, ITW Subsidiary and/or the PurchaserCompany, as applicable, enforceable against it ITW, ITW Subsidiary and/or the Company, as applicable, in accordance with their respective terms, subject in each case to the effect of any applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium or and other similar Laws now or hereafter in effect relating to or affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity or at lawequity).