Common use of Organization, Good Standing and Authority Clause in Contracts

Organization, Good Standing and Authority. (a) Seller is validly existing as a corporation in good standing under the laws of the province of its incorporation, with full power and authority to own, operate and lease its properties and to conduct the Business as currently conducted. Seller is qualified as a foreign corporation in each jurisdiction set forth on Schedule 4.2(a) which is each jurisdiction in which the ownership, use or leasing of the Assets, or the conduct or nature of the Business as and to the extent now conducted makes such qualification necessary. Seller does not carry on business or own any assets in any other jurisdiction. Seller has full corporate power and authority to do and perform all acts and things to be done by it under this Agreement or the Collateral Agreements (defined below). The board of directors of Seller has reviewed the representations and warranties of Seller in Section 4 of this Agreement and to the best of the board of directors’ knowledge, such representations and warranties are true and correct in all material respects as of the date hereof and as of the Closing Date. (b) All subsidiaries of Seller, direct and indirect, are set forth on Schedule 4.2(b). None of the subsidiaries listed on Schedule 4.2(b) are operating subsidiaries or have any contracts, rights or other assets of any kind. (c) The authorized capital stock and outstanding equity interests of Seller are as set forth on Schedule 4.2(c). Except as set forth on Schedule 4.2(c), there are no existing options, warrants, rights, calls or commitments of any character relating to the equity interests of Seller. There are no outstanding securities, obligations or instruments convertible into or exchangeable for equity interests of Seller and no commitments to issue such securities, obligations or instruments. No Person has any right of first refusal, preemptive right, subscription right or similar right with respect to any equity interests of Seller. There are no voting agreements or voting trust agreements with respect to equity interests of Seller and to which Seller is a party. No security holder of Seller (including without limitation option holders and warrant holders, if any) will have any claims against Masimo as a result of the transactions contemplated herein.

Organization, Good Standing and Authority. (a) The Seller is a limited partnership duly formed, validly existing as a corporation existing, and in good standing under the laws Laws of the province of its incorporation, with full Delaware. The Seller has all requisite power and authority to own, lease and operate its assets and lease its properties and to conduct carry on its business (including the Business Business) as currently it is now being conducted. The Seller is duly qualified as a foreign corporation or licensed to do business and is in each jurisdiction set forth on Schedule 4.2(a) which is good standing in each jurisdiction in which the ownership, use ownership or leasing operation of the Assets, its assets or the conduct or nature character of the Business as and to the extent now conducted its activities makes such qualification or licensing necessary. Seller does not carry on business or own any assets in any other jurisdiction. Seller has full corporate power and authority to do and perform all acts and things , except where the failure to be done by it so duly qualified or licensed would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the Seller’s ability to perform its obligations under this Agreement or to consummate the Collateral Agreements (defined below). The board of directors of Seller has reviewed the representations and warranties of Seller in Section 4 of this Agreement and to the best of the board of directors’ knowledge, such representations and warranties are true and correct in all material respects as of the date hereof and as of the Closing DateTransactions. (b) All subsidiaries of Seller, direct and indirect, are set forth on Schedule 4.2(b). None of the subsidiaries listed on Schedule 4.2(b) are operating subsidiaries or have any contracts, rights or other assets of any kind. (c) The authorized capital stock and outstanding equity interests of Seller are as set forth on Schedule 4.2(c). Except as set forth on Schedule 4.2(c), there are no existing options, warrants, rights, calls or commitments of any character relating to the equity interests of Seller. There are no outstanding securities, obligations or instruments convertible into or exchangeable for equity interests of Seller and no commitments each of its applicable Affiliates that is a Party to issue such securities, obligations or instruments. No Person a Transaction Document has any right of first refusal, preemptive the full right, subscription right or similar right with respect power, and authority to any equity interests of Seller. There are no voting agreements or voting trust agreements with respect to equity interests of Seller enter into, deliver and perform its obligations under this Agreement and the Transaction Documents to which Seller it is or shall be a party. No security holder The execution, delivery and performance of this Agreement and the Transaction Documents to which the Seller (including without limitation option holders or such Affiliate is or shall be a party and warrant holders, if any) will have any claims against Masimo as a result the consummation of the transactions contemplated hereinTransactions have been duly authorized by all requisite limited partnership or limited liability company action, as applicable, on the part of the Seller and each such Affiliate, and no other Proceeding on the part of the Seller or any of its Affiliates is necessary to authorize this Agreement and the other Transaction Documents or to consummate the Transactions. This Agreement and the Transaction Documents to which the Seller and each such Affiliate is or shall be a party have been or will be duly executed and delivered by the Seller and each such Affiliate. Assuming due authorization, execution and delivery of this Agreement and the Transaction Documents by the other parties, this Agreement and the Transaction Documents constitute or will constitute legal, valid and binding obligations of the Seller and each such Affiliate, enforceable against the Seller and each such Affiliate in accordance with their terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law).

Organization, Good Standing and Authority. (a) Seller The Company is a corporation duly organized, validly existing as a corporation and in good standing under the laws of the province Commonwealth of its incorporationMassachusetts, with full power and authority to own, operate and lease its properties and to conduct the Business as currently conducted. Seller The Transferring Subsidiary is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to own, operate and lease its properties and to conduct the Business as currently conducted. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction set forth on Schedule 4.2(a) which is each jurisdiction in which the ownership, use or leasing of the Assets, or the conduct or nature of the Business as and to the extent now conducted makes such qualification necessary, except where the failure to do so would not have a Material Adverse Effect. Seller does The Transferring Subsidiary is duly qualified to do business and is in good standing as a foreign limited liability company in each jurisdiction in which the ownership, use or leasing of the Assets, or the conduct or nature of the Business as and to the extent now conducted makes such qualification necessary, except where the failure to do so would not carry have a Material Adverse Effect. Neither the Company nor the Transferring Subsidiary has carried on business the Business or own owned any assets related to the Business, in each case at any time after September 30, 2011, in any other jurisdiction. Seller Each of the Company and the Transferring Subsidiary has full corporate or limited liability company power and authority to do and perform all acts and things to be done by it under this Agreement or the Collateral Agreements (defined below)Agreements. The board of directors of Seller has reviewed Neither the representations and warranties of Seller in Section 4 of this Agreement and Transferring Subsidiary nor, as it relates to the best of Business, the board of directors’ knowledgeCompany, such representations has conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names Spire Corporation, Spire Semiconductor, LLC, Bandwidth Semiconductor, LLC and warranties are true and correct in all material respects as of the date hereof and as of the Closing DateMethode Semiconductor LLC. (b) All subsidiaries of Seller, direct and indirect, are set forth on Schedule 4.2(b). None The Company is the sole member of the subsidiaries listed on Schedule 4.2(b) are operating subsidiaries or have any contracts, rights or other assets of any kind. (c) The authorized capital stock and outstanding equity interests of Seller are as set forth on Schedule 4.2(c)Transferring Subsidiary. Except as set forth on Schedule 4.2(c), there There are no existing options, warrants, rights, calls or commitments of any character relating to the equity interests or assets of Seller. There are no outstanding securities, obligations or instruments convertible into or exchangeable for equity interests of Seller and no commitments to issue such securities, obligations or instrumentsthe Transferring Subsidiary. No Person has any right of first refusal, preemptive right, subscription right or similar right with respect to any equity interests of Sellerthe Transferring Subsidiary. There are no voting agreements or voting trust agreements with respect to equity interests of Seller and to which Seller is a party. No security holder of Seller (including without limitation option holders and warrant holders, if any) will The Transferring Subsidiary does not have any claims against Masimo as a result direct or indirect subsidiaries. Other than the Transferring Subsidiary and the Company, no Affiliate of the transactions contemplated hereinCompany has any contracts, rights or other assets of any kind related to the Assets or the Business.

Organization, Good Standing and Authority. (a) Seller Each of HOLDINGS and GP is a limited partnership duly formed, validly existing as a corporation and in good standing under the laws Laws of the province State of its incorporationDelaware. The execution and delivery of this Agreement and the other Transaction Documents to which HOLDINGS or GP is a party and the consummation by HOLDINGS or GP of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited partnership action by HOLDINGS or GP, with full respectively. This Agreement has been duly executed and delivered by HOLDINGS and GP. Each of HOLDINGS and GP has all requisite limited partnership power and authority to own, operate and lease its properties and to conduct the Business as currently conducted. Seller is qualified as a foreign corporation in each jurisdiction set forth on Schedule 4.2(a) which is each jurisdiction in which the ownership, use or leasing of the Assets, or the conduct or nature of the Business as and to the extent now conducted makes such qualification necessary. Seller does not carry on business or own any assets in any other jurisdiction. Seller has full corporate power and authority to do enter into and perform all acts and things to be done by it under this Agreement or the Collateral Agreements (defined below). The board of directors of Seller has reviewed the representations and warranties of Seller in Section 4 of this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the best of the board of directors’ knowledge, such representations transactions contemplated herein and warranties are true and correct in all material respects as of the date hereof and as of the Closing Datetherein. (b) All subsidiaries of SellerMIDSTREAM is a limited liability company duly formed, direct validly existing and indirect, are set forth on Schedule 4.2(b). None in good standing under the Laws of the subsidiaries listed on Schedule 4.2(b) are operating subsidiaries or State of Delaware. The execution and delivery of this Agreement and the other Transaction Documents to which MIDSTREAM is a party and the consummation by MIDSTREAM of the transactions contemplated herein and therein have any contractsbeen duly and validly authorized by all necessary limited liability company action by MIDSTREAM. This Agreement has been duly executed and delivered by MIDSTREAM. MIDSTREAM has all requisite limited liability company power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party, rights or other assets of any kindto perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein. (c) DPS, DGT, East Texas GP and East Texas LP are limited liability companies duly formed, validly existing and in good standing under the Laws of the State of Delaware and have all requisite limited liability company power and authority to own or otherwise hold and operate its respective assets. (d) JV is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware and has all requisite limited liability company power and authority to own or otherwise hold and operate its assets. The authorized capital stock execution and outstanding equity interests of Seller are as set forth on Schedule 4.2(c). Except as set forth on Schedule 4.2(c), there are no existing options, warrants, rights, calls or commitments delivery of any character relating to the equity interests of Seller. There are no outstanding securities, obligations or instruments convertible into or exchangeable for equity interests of Seller and no commitments to issue such securities, obligations or instruments. No Person has any right of first refusal, preemptive right, subscription right or similar right with respect to any equity interests of Seller. There are no voting agreements or voting trust agreements with respect to equity interests of Seller and Transaction Documents to which Seller JV is a party. No security holder of Seller (including without limitation option holders party and warrant holders, if any) will have any claims against Masimo as a result the consummation by JV of the transactions contemplated hereinherein and therein to which it is a party have been duly and validly authorized by all necessary limited liability company action by JV. (e) ELP is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Texas and has all requisite limited partnership power and authority to own or otherwise hold and operate its assets. (f) Each of FCV and DETG is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware and has all requisite limited partnership power and authority to own or otherwise hold and operate its assets.