Common use of Organization; Authorization; Enforceability Clause in Contracts

Organization; Authorization; Enforceability. (a) The Company (i) is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of North Carolina; (ii) has the requisite limited liability company power and authority and possesses all Licenses necessary to own, lease, or otherwise hold its assets and properties and to carry on its business as currently conducted; and (iii) is duly qualified or licensed to do business and is in good standing as a foreign entity in each jurisdiction set forth on Schedule 5.1(a), which are the only jurisdictions in which the ownership, leasing, or holding of its assets and properties or the conduct of its business makes such qualification or licensing necessary under appliable Law, except to the extent not being qualified or licensed would not have a Material Adverse Effect on the Company. (b) The Company has made available to Buyer true, complete and correct copies of (i) the Company’s Organizational Documents, each as amended to date, and (ii) the minutes of all meetings of and other limited liability company actions taken by the equityholders, board of directors or other governing body and committees of the board of directors or similar governing bodies of the Company during the past four (4) years. The Company is not in breach of or default under any provision of its Organizational Documents. Schedule 5.1(b) sets forth a correct and complete list of the officers, directors and similar functionaries of the Company. (c) The execution, delivery, and performance by the Company of each Ancillary Agreement to which the Company is a party and the consummation by the Company of the Contemplated Transactions are within the Company’s organizational powers and have been duly and validly authorized and approved by all necessary organizational action on the part of the Company. (d) Each Ancillary Agreement to which the Company is a party has been duly and validly executed and delivered by the Company, and each such Ancillary Agreement (assuming due authorization, execution, and delivery by the other parties thereto) constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

Organization; Authorization; Enforceability. (a) The Company (i) is a limited liability company corporation duly organized, validly existingexisting and in good standing under the Laws of the State of Delaware. Except as has not had or would not be reasonably expected to have a Material Adverse Effect, the Company has been duly qualified as a foreign corporation for the transaction of business and is 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. Each Subsidiary of the Company has been duly organized and, except as has not or would not be reasonably expected to have a Material Adverse Effect, is validly existing and in good standing under the laws of the State its jurisdiction of North Carolina; (ii) has the requisite limited liability company power and authority and possesses all Licenses necessary to own, lease, or otherwise hold its assets and properties and to carry on its business as currently conducted; and (iii) is duly qualified or licensed to do business and is in good standing as a foreign entity in each jurisdiction set forth on Schedule 5.1(a), which are the only jurisdictions in which the ownership, leasing, or holding of its assets and properties or the conduct of its business makes such qualification or licensing necessary under appliable Law, except to the extent not being qualified or licensed would not have a Material Adverse Effect on the Companyorganization. (b) The Company has made available all requisite power and authority to Buyer true, complete and correct copies of (i) enter into the Company’s Organizational Transaction Documents, each as amended to dateperform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement and thereby. All necessary corporate action has been taken to authorize the execution, delivery and (ii) the minutes of all meetings of and other limited liability company actions taken by the equityholders, board of directors or other governing body and committees performance of the board of directors Transaction Documents and no further approval or similar governing bodies authorization is required on the part of the Company during the past four (4) years. The Company is not in breach of or default under any provision of its Organizational Documents. Schedule 5.1(b) sets forth a correct and complete list of the officers, directors and similar functionaries of the Companystockholders. (c) The executionCompany, deliveryexcept as has not had or would not be reasonably expected to have a Material Adverse Effect, has requisite corporate power and performance by the Company of each Ancillary Agreement authority to which the Company is a party own its properties and the consummation by the Company of the Contemplated Transactions are within the Company’s organizational powers and have been duly and validly authorized and approved by all necessary organizational action on the part of the Companyconduct its business as currently conducted. (d) Each Ancillary This Agreement has been duly executed by the Company and is, and the Investor Rights Agreement (excluding Section 5.06 thereof, as to which the Company is a party has been expresses no view), when duly and validly executed and delivered at or prior to the Closing by the Company, and each such Ancillary Agreement Company will (assuming due authorizationthe Investor and the Guarantor have satisfied those legal requirements that are applicable to it to the extent necessary to make this Agreement and the Investor Rights Agreement enforceable against it) be, execution, and delivery by the other parties thereto) constitutes the legal, valid, valid and binding obligation of the Company, enforceable against the Company in accordance with its their respective terms, subject except as enforceability of such objections may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws now or hereafter in effect relating to or limiting creditors’ rights or remedies generally and general principles of equity relating to the Enforceability Exceptionsavailability of specific performance and injunctive and other forms of equitable relief.

Organization; Authorization; Enforceability. (a) The Company (i) is a limited liability company corporation duly organizedincorporated, validly existing, and in good standing under the laws of the State of North CarolinaNew York; (ii) has the requisite limited liability company corporate power and authority and possesses all Licenses necessary to own, lease, or otherwise hold its assets and properties and to carry on its business as currently conducted; and (iii) is duly qualified or licensed to do business and is in good standing as a foreign entity corporation in each jurisdiction set forth on Schedule 5.1(a), which are the only jurisdictions in which the ownership, leasing, or holding of its assets and properties or the conduct of its business makes such qualification or licensing necessary under appliable applicable Law, except to the extent not being qualified or licensed would not have a Material Adverse Effect on the Company. (b) The Company has made available to Buyer a true, complete and correct copies copy of (i) the Company’s Organizational Documents, each as amended to date, and (ii) the minutes of all meetings of and other limited liability company corporate actions taken by the equityholdersshareholders, board of directors or other governing body and committees of the board of directors or similar governing bodies of the Company during the past four five (45) years. The Company is not in breach of or default under any provision of its Organizational Documents. Schedule 5.1(b) sets forth a correct and complete list of the officers, directors directors, managers and similar functionaries of the Company. (c) The execution, delivery, and performance by the Company of this Agreement and each Ancillary Agreement to which the Company is a party and the consummation by the Company of the Contemplated Transactions are within the Company’s organizational corporate powers and have been duly and validly authorized and approved by all necessary organizational corporate action on the part of the Company. (d) Each This Agreement and each Ancillary Agreement to which the Company is a party has been duly and validly executed and delivered by the Company, and this Agreement (assuming due authorization, execution, and delivery by the Buyer) and each such Ancillary Agreement (assuming due authorization, execution, and delivery by the other parties thereto) constitutes constitute the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its their respective terms, subject to the Enforceability Exceptions.

Organization; Authorization; Enforceability. (a) The Company (i) Such Person that is a limited liability company legal entity is duly organized, validly existing, existing and in good standing under the laws of the State jurisdiction of North Carolina; (ii) its organization and has the all requisite limited liability company power and authority to own its properties and possesses all Licenses necessary to own, lease, or otherwise hold its assets and properties and to carry on its business as currently conducted; and it is now being conducted except where the failure to have such power or authority could not, singularly or in the aggregate, be reasonably expected to have a material adverse effect on the assets, liabilities, business, condition (iii) is duly qualified financial or licensed to do business and is in good standing as a foreign entity in each jurisdiction set forth on Schedule 5.1(aotherwise), results of operating or prospects of such Person. Such Person has the power to execute, deliver and perform its obligations under each of the Transaction Documents to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of such Transaction Documents and to consummate the transactions contemplated thereby. No other proceedings on the part of such Person are necessary for such authorization, execution, delivery and consummation. Such Person has duly executed and delivered this Agreement and, on the only jurisdictions Closing Date, such Person will have duly executed and delivered each of the other Transaction Documents to be executed and delivered by it on or prior to the Closing Date. This Agreement constitutes, and each of the other Transaction Documents to which such Person is a party, when executed and delivered by such Person, will constitute, a legal, valid and binding obligation of such Person, enforceable against such Person in which the ownershipaccordance with its terms , leasingexcept as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or holding of its assets at law) and properties or the conduct of its business makes such qualification or licensing necessary under appliable Law, except to the extent not being qualified that the indemnification or licensed would not have a Material Adverse Effect on the Companycontribution provisions contained in any such Transaction Document may be unenforceable. (b) The Company has made available to Buyer true, complete and correct copies of (i) the Company’s Organizational Documents, each as amended to date, and (ii) the minutes of all meetings of and other limited liability company actions taken by the equityholders, board of directors or other governing body and committees of the board of directors or similar governing bodies of the Company during the past four (4) years. The Company is not in breach of or default under any provision of its Organizational Documents. Schedule 5.1(b) sets forth a correct and complete list of the officers, directors and similar functionaries of the Company. (c) The execution, delivery, and performance by the Company of each Ancillary Agreement to which the Company is a party and the consummation by the Company of the Contemplated Transactions are within the Company’s organizational powers and have been duly and validly authorized and approved by all necessary organizational action on the part of the Company. (d) Each Ancillary Agreement to which the Company is a party has been duly and validly executed and delivered by the Company, and each such Ancillary Agreement (assuming due authorization, execution, and delivery by the other parties thereto) constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

Organization; Authorization; Enforceability. (a) The Company (i) Such Person that is a limited liability company legal entity is duly organized, validly existing, existing and in good standing under the laws of the State jurisdiction of North Carolina; (ii) its organization and has the all requisite limited liability company power and authority to own its properties and possesses all Licenses necessary to own, lease, or otherwise hold its assets and properties and to carry on its business as currently conducted; and it is now being conducted except where the failure to have such power or authority could not, singularly or in the aggregate, be reasonably expected to have a material adverse effect on the assets, liabilities, business, condition (iii) is duly qualified financial or licensed to do business and is in good standing as a foreign entity in each jurisdiction set forth on Schedule 5.1(aotherwise), results of operating or prospects of such Person. Such Person has the power to execute, deliver and perform its obligations under each of the Transaction Documents to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of such Transaction Documents and to consummate the transactions contemplated thereby. No other proceedings on the part of such Person are necessary for such authorization, execution, delivery and consummation. Such Person has duly executed and delivered this Agreement and, on the only jurisdictions Closing Date, such Person will have duly executed and delivered each of the other Transaction Documents to be executed and delivered by it on or prior to the Closing Date. This Agreement constitutes, and each of the other Transaction Documents to which such Person is a party, when executed and delivered by such Person, will constitute, a legal, valid and binding obligation of such Person, enforceable against such Person in which the ownershipaccordance with its terms , leasingexcept as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or holding of its assets at law) and properties or the conduct of its business makes such qualification or licensing necessary under appliable Law, except to the extent not being qualified that the indemnification or licensed would not have a Material Adverse Effect on the Companycontribution provisions contained in any such Transaction Document may be unenforceable. (b) The Company has made available to Buyer true, complete and correct copies of (i) the Company’s Organizational Documents, each as amended to date, and (ii) the minutes of all meetings of and other limited liability company actions taken by the equityholders, board of directors or other governing body and committees of the board of directors or similar governing bodies of the Company during the past four (4) years. The Company is not in breach of or default under any provision of its Organizational Documents. Schedule 5.1(b) sets forth a correct and complete list of the officers, directors and similar functionaries of the Company. (c) The execution, delivery, and performance by the Company of each Ancillary Agreement to which the Company is a party and the consummation by the Company of the Contemplated Transactions are within the Company’s organizational powers and have been duly and validly authorized and approved by all necessary organizational action on the part of the Company. (d) Each Ancillary Agreement to which the Company is a party has been duly and validly executed and delivered by the Company, and each such Ancillary Agreement (assuming due authorization, execution, and delivery by the other parties thereto) constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

Organization; Authorization; Enforceability. (a) The Company (i) is a limited liability company corporation duly organized, validly existing, and in good standing under the laws of the State of North CarolinaTexas; (ii) has the requisite limited liability company corporate power and authority and possesses all Licenses necessary to own, lease, or otherwise hold its assets and properties and to carry on its business as currently conducted; and (iii) is duly qualified or licensed to do business and is in good standing as a foreign entity in each jurisdiction set forth on Schedule 5.1(a), which are the only jurisdictions in which the ownership, leasing, or holding of its assets and properties or the conduct of its business makes such qualification or licensing necessary under appliable applicable Law, except to the extent not being qualified or licensed would not have a Material Adverse Effect on the Company. (b) The Company has made available to Buyer true, complete and correct copies of (i) the Company’s Organizational Documents, each as amended to date, and (ii) the minutes of all meetings of and other limited liability company corporate actions taken by the equityholders, board of directors or other governing body and committees of the board of directors or similar governing bodies of the Company during the past four (4) years. The Company is not in breach of or default under any provision of its Organizational Documents. Schedule 5.1(b) sets forth a correct and complete list of the officers, directors and similar functionaries of the Company. (c) The execution, delivery, and performance by the Company of each Ancillary Agreement to which the Company is a party and the consummation by the Company of the Contemplated Transactions are within the Company’s organizational powers and have been duly and validly authorized and approved by all necessary organizational action on the part of the Company. (d) Each Ancillary Agreement to which the Company is a party has been duly and validly executed and delivered by the Company, and each such Ancillary Agreement (assuming due authorization, execution, and delivery by the other parties thereto) constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

Organization; Authorization; Enforceability. (a) The Company (i) Such Person that is a limited liability company legal entity is duly organized, validly existing, existing and in good standing under the laws of the State jurisdiction of North Carolina; (ii) its organization and has the all requisite limited liability company power and authority to own its properties and possesses all Licenses necessary to own, lease, or otherwise hold its assets and properties and to carry on its business as currently conducted; and it is now being conducted except where the failure to have such power or authority could not, singularly or in the aggregate, be reasonably expected to have a material adverse effect on the assets, liabilities business, condition (iii) is duly qualified financial or licensed to do business and is in good standing as a foreign entity in each jurisdiction set forth on Schedule 5.1(aotherwise), results of operating or prospects of such Person. Such Person has the power to execute, deliver and perform its obligations under each of the Transaction Documents to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of such Transaction Documents and to consummate the transactions contemplated thereby. No other proceedings on the part of such Person are necessary for such authorization, execution, delivery and consummation. Such Person has duly executed and delivered this Agreement and, on the only jurisdictions Closing Date, such Person will have duly executed and delivered each of the other Transaction Documents to be executed and delivered by it on or prior to the Closing Date. This Agreement constitutes, and each of the other Transaction Documents to which such Person is a party, when executed and delivered by such Person, will constitute, a legal, valid and binding obligation of such Person, enforceable against such Person in which the ownershipaccordance with its terms , leasingexcept as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or holding of its assets at law) and properties or the conduct of its business makes such qualification or licensing necessary under appliable Law, except to the extent not being qualified that the indemnification or licensed would not have a Material Adverse Effect on the Companycontribution provisions contained in any such Transaction Document may be unenforceable. (b) The Company has made available to Buyer true, complete and correct copies of (i) the Company’s Organizational Documents, each as amended to date, and (ii) the minutes of all meetings of and other limited liability company actions taken by the equityholders, board of directors or other governing body and committees of the board of directors or similar governing bodies of the Company during the past four (4) years. The Company is not in breach of or default under any provision of its Organizational Documents. Schedule 5.1(b) sets forth a correct and complete list of the officers, directors and similar functionaries of the Company. (c) The execution, delivery, and performance by the Company of each Ancillary Agreement to which the Company is a party and the consummation by the Company of the Contemplated Transactions are within the Company’s organizational powers and have been duly and validly authorized and approved by all necessary organizational action on the part of the Company. (d) Each Ancillary Agreement to which the Company is a party has been duly and validly executed and delivered by the Company, and each such Ancillary Agreement (assuming due authorization, execution, and delivery by the other parties thereto) constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

Organization; Authorization; Enforceability. (a) The Company (i) is a limited liability company corporation duly organizedincorporated, validly existing, and in good standing under the laws of the State of North CarolinaDelaware; (ii) has the requisite limited liability company corporate power and authority and possesses all Licenses necessary to own, lease, or otherwise hold its assets and properties and to carry on its business as currently conducted; and (iii) is duly qualified or licensed to do business and is in good standing as a foreign entity corporation in each jurisdiction set forth on Schedule 5.1(a), which are the only jurisdictions in which the ownership, leasing, or holding of its assets and properties or the conduct of its business makes such qualification or licensing necessary under appliable applicable Law, except to the extent not being qualified or licensed would not have a Material Adverse Effect on the Company. (b) The Company has made available to Buyer a true, complete and correct copies copy of (i) the Company’s Organizational Documents, each as amended to date, and (ii) the minutes of all meetings of and other limited liability company corporate actions taken by the equityholdersshareholders, board of directors or other governing body and committees of the board of directors or similar governing bodies of the Company during the past four five (45) years. The Company is not in breach of or default under any provision of its Organizational Documents. Schedule 5.1(b) sets forth a correct and complete list of the officers, directors directors, managers and similar functionaries of the Company. (c) The execution, delivery, and performance by the Company of this Agreement and each Ancillary Agreement to which the Company is a party and the consummation by the Company of the Contemplated Transactions are within the Company’s organizational corporate powers and have been duly and validly authorized and approved by all necessary organizational corporate action on the part of the Company. (d) Each This Agreement and each Ancillary Agreement to which the Company is a party has been duly and validly executed and delivered by the Company, and this Agreement (assuming due authorization, execution, and delivery by the Buyer) and each such Ancillary Agreement (assuming due authorization, execution, and delivery by the other parties thereto) constitutes constitute the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its their respective terms, subject to the Enforceability Exceptions.