Common use of Organization; Due Authorization Clause in Contracts

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

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

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

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

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

Organization; Due Authorization. If such Sponsor Supporting Party is not an individual, it is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Deed Agreement and the consummation of the transactions contemplated hereby are within such Sponsor Supporting Party’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Sponsor Supporting Party. If such Sponsor Supporting Party is an individual, such Sponsor Supporting Party has full legal capacity, right and authority to execute and deliver this Deed Agreement and to perform his or her obligations hereunder. This Deed Agreement has been duly executed and delivered by such Sponsor Supporting Party and, assuming due authorization, execution and delivery by the other parties to this DeedAgreement, this Deed Agreement constitutes a legally valid and binding obligation of such Sponsor Supporting Party, enforceable against such Sponsor Supporting Party in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Lawsapplicable bankruptcy, other insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Deed Agreement is being executed in a representative or fiduciary capacity, the Person signing this Deed Agreement has full power and authority to enter into this Deed Agreement on behalf of the applicable Sponsor Supporting Party.

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