Common use of Organization, Authority and Qualification Clause in Contracts

Organization, Authority and Qualification. (a) Parent is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority to (i) own, operate or lease the properties, rights and assets owned, operated or leased by it that are related to the Business (including the Purchased Assets or the Interests, as applicable) and to carry on the Business as it has been and is currently conducted, (ii) enter into, execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party, (iii) carry out its obligations hereunder and thereunder and (iv) consummate the transactions contemplated hereby and thereby. Parent is duly authorized, licensed or qualified to do business and is in good standing (or its local equivalent) under the Laws in each jurisdiction in which the properties, rights or assets owned or leased by it or the operation of the Business by it makes such authorization, licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing has not had and would not have a Seller Material Adverse Effect. Assuming the accuracy of Buyer’s representation in Section 4.10, the execution and delivery by Parent of this Agreement and the Ancillary Agreements to which it is or will be a party, the performance by Parent of its obligations hereunder and thereunder and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Parent is a party will be, (i) duly and validly executed and delivered by Parent, and, (ii) assuming due authorization, execution and delivery by each of the other parties hereto and thereto (other than Affiliates of Parent), a legal, valid and binding obligation of Parent, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Organization, Authority and Qualification. of the Company and the Company Subsidiaries; Company Subsidiaries. (a) Parent The Company and each Company Subsidiary is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State jurisdiction of Delaware its incorporation or organization, and the Company has all necessary corporate power and authority to (i) ownenter into each of this Agreement, operate or lease the properties, rights and assets owned, operated or leased by it that are related to the Business (including the Purchased Assets or the Interests, as applicable) and to carry on the Business as it has been and is currently conducted, (ii) enter into, execute and deliver this Stockholders' Agreement and the Ancillary Agreements Voting Agreement, to which it is or will be a party, (iii) carry out its obligations hereunder and thereunder and (iv) to consummate the transactions contemplated hereby and thereby. Parent The Company and each Company Subsidiary is duly authorized, licensed or qualified to do business and is in good standing (or its local equivalent) under the Laws in each jurisdiction in which the properties, rights (x) it owns or assets owned leases properties material to its operations or leased by it or (y) the operation of the Business by it its business makes such authorization, licensing or qualification necessary, except except, with respect to clause (y) above, to the extent that the failure to be so licensedqualified would not, qualified individually or in good standing has not had and would not the aggregate, have a Seller Material Adverse Effect. Assuming the accuracy of Buyer’s representation in Section 4.10, the The execution and delivery by Parent of each of this Agreement, the Stockholders' Agreement and the Ancillary Agreements to which it is or will be a partyVoting Agreement by the Company, the performance by Parent the Company of its obligations hereunder and thereunder and the consummation by Parent the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parentthe Company other than with respect to the approval by the Company's stockholders of (i) the issuance of Conversion Stock pursuant to the terms of the Series B Preferred as required by the rules of the NYSE and (ii) the Delaware Reincorporation (defined below). This Agreement has been, and upon their execution each and, as of the Ancillary Agreements to which Parent is a party Closing Date, the Stockholders' Agreement and the Voting Agreement will be, (i) duly and validly executed and delivered by Parentthe Company, and, and (ii) assuming due authorization, execution and delivery by the Purchasers, Xx. Xxxxx, ING and any other stockholder of the Company, as the case may be) this Agreement constitutes, and, as of the Closing Date, each of the other parties hereto Stockholders' Agreement and thereto (other than Affiliates of Parent)the Voting Agreement will constitute, a legal, valid and binding obligation of Parent, the Company enforceable against it the Company in accordance with its terms. Neither the Company nor any Company Subsidiary is in violation of any of the provisions of their respective articles of incorporation, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium by-laws or other similar Laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied equivalent organizational documents in a proceeding at law or in equity) (the “Enforceability Exceptions”)any material respect.

Organization, Authority and Qualification. (a) Parent Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware New Jersey and has all requisite power and authority to own, lease and operate its properties and assets and to carry on the Business as it is now being conducted and is duly qualified to conduct business in each jurisdiction in which the Business is conducted (where such qualification is necessary). Seller has all necessary corporate power and authority to (i) own, operate or lease the properties, rights and assets owned, operated or leased by it that are related to the Business (including the Purchased Assets or the Interests, as applicable) and to carry on the Business as it has been and is currently conducted, (ii) enter into, execute and deliver this Agreement and each other agreement, instrument or document to be executed and delivered by Seller pursuant hereto (collectively, the Ancillary Agreements “Seller Related Agreements”), to which it is or will be a party, (iii) carry out its obligations hereunder and thereunder and (iv) to consummate the transactions contemplated hereby and thereby. Parent is duly authorizedThe execution, licensed or qualified to do business delivery and is in good standing (or its local equivalent) under the Laws in each jurisdiction in which the properties, rights or assets owned or leased performance by it or the operation of the Business by it makes such authorization, licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing has not had and would not have a Seller Material Adverse Effect. Assuming the accuracy of Buyer’s representation in Section 4.10, the execution and delivery by Parent of this Agreement and the Ancillary Seller Related Agreements to which it is or will be a party, the performance by Parent of its obligations hereunder and thereunder and the consummation by Parent Seller of the transactions contemplated hereby and thereby are within Seller’s corporate powers, have been duly authorized by all requisite necessary corporate action on the part of ParentSeller and no other proceeding on the part of Seller is necessary to authorize this Agreement or the Seller Related Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Parent is a party will be, (i) been duly and validly executed and delivered by ParentSeller, and, (ii) assuming due authorization, execution and delivery by each of the other parties hereto and thereto (other than Affiliates of Parent)Purchaser, constitutes a legal, valid and binding obligation of ParentSeller, enforceable against it in accordance with its terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer 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) (collectively, the “Bankruptcy and Equity Principles”). Upon its execution and delivery by Seller, each Seller Related Agreement will constitute the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting enforcement of creditors’ rights generally Bankruptcy and by general principles of equity (whether applied in a proceeding at law or in equity) (the “Enforceability Exceptions”)Equity Principles.

Organization, Authority and Qualification. (a) of the Seller, Seller Parent and Intac Trading. Each of the Seller, Seller Parent and Intac Trading is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State jurisdiction of Delaware its incorporation and each has all necessary corporate power and authority to (i) own, operate or lease the properties, rights and assets owned, operated or leased by it that are related to the Business (including the Purchased Assets or the Interests, as applicable) and to carry on the Business as it has been and is currently conducted, (ii) enter into, execute and deliver into this Agreement and the Ancillary Agreements Agreements, to which it is or will be a party, (iii) carry out its obligations hereunder and thereunder and (iv) to consummate the transactions contemplated hereby and thereby. Each of the Seller, Seller Parent and Intac Trading is duly authorized, licensed or qualified to do business and (except in relation to the Seller) is in good standing (or its local equivalent) under the Laws in each jurisdiction in which the properties, rights or assets properties owned or leased by it or the operation of the Business by it its business makes such authorization, licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing has not had and would not (a) adversely affect the ability of the Seller, Seller Parent or Intac Trading, as the case may be, to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements, or (b) otherwise have a Seller Material Adverse Effect. Assuming the accuracy of Buyer’s representation in Section 4.10, the The execution and delivery by Parent of this Agreement and the Ancillary Agreements to which it is or will be a partyby the Seller, the Seller Parent and Intac Trading, the performance by the Seller, the Seller Parent and Intac Trading of its their obligations hereunder and thereunder and the consummation by the Seller, the Seller Parent and Intac Trading of the transactions contemplated hereby and thereby have been shall be, as of Closing, duly authorized by all requisite corporate action on the part of the Seller Parent, Seller, Intac Trading and their respective stockholders. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Parent is a party will beshall have been, (i) duly and validly executed and delivered by Parentthe Seller, and, Seller Parent and Intac Trading and (ii) assuming due authorization, execution and delivery by each of the other parties hereto Purchaser and thereto (other than Affiliates of Parent)Purchaser Shareholder) this Agreement constitutes, a and upon their execution the Ancillary Agreements shall constitute, legal, valid and binding obligation obligations of Parentthe Seller, the Seller Parent and Intac Trading, enforceable against it the Seller, Seller Parent or Intac Trading, as applicable, in accordance with its their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Organization, Authority and Qualification. (a) Parent DPI is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware and has all necessary corporate power and authority to (i) own, operate or lease the properties, rights and assets owned, operated or leased by it that are related to the Business (including the Purchased Assets or the Interests, as applicable) and to carry on the Business as it has been and is currently conducted, (ii) enter into, execute and deliver into this Agreement and the Ancillary Agreements Agreements, to which it is or will be a party, (iii) carry out its obligations hereunder and thereunder thereunder, and (iv) to consummate the transactions contemplated hereby and thereby. Parent DPI is duly authorized, licensed or qualified to do business and is in good standing (or its local equivalent) under the Laws in each jurisdiction in which the properties, rights or assets properties owned or leased by it or the operation of the Business by it its business makes such authorization, licensing or qualification necessary. DPI Germany is a limited liability company duly organized under the laws of Germany and has all necessary limited liability company power and authority to enter into this Agreement and the Ancillary Agreements, except to carry out its obligations hereunder and thereunder, and to consummate the extent that the failure to be so licensed, qualified or in good standing has not had transactions contemplated hereby and would not have a Seller Material Adverse Effectthereby. Assuming the accuracy of Buyer’s representation in Section 4.10, the The execution and delivery by Parent of this Agreement and the Ancillary Agreements to which it is or will be a partyby DPI and DPI Germany, the performance by Parent DPI and DPI Germany of its respective obligations hereunder and thereunder and the consummation by Parent DPI and DPI Germany of the transactions contemplated hereby and thereby (in each case, to the extent they are parties hereto and thereto), have been duly authorized by all requisite corporate or limited liability company (as applicable) action on the part of ParentDPI and DPI Germany. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Parent is a party will be, (i) duly and validly executed and delivered by ParentDPI and DPI Germany (in each case, andto the extent they are parties hereto and thereto), and (ii) assuming due authorization, execution and delivery by each of IFX) this Agreement constitutes, and upon their execution the other parties hereto and thereto (other than Affiliates of Parent)Ancillary Agreements will constitute, a legal, valid and binding obligation obligations of ParentDPI and DPI Germany, enforceable against it DPI and DPI Germany (in each case, to the extent they are parties hereto and thereto) in accordance with its their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Organization, Authority and Qualification. (a) Each of the Seller and Parent is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware and has all necessary corporate power and authority to (i) own, operate or lease the properties, rights and assets owned, operated or leased by it that are related to the Business (including the Purchased Assets or the Interests, as applicable) and to carry on the Business as it has been and is currently conducted, (ii) enter into, execute and deliver into this Agreement and the Ancillary Agreements Agreements, to which it is or will be a partythe extent applicable, (iii) to carry out its obligations hereunder and thereunder thereunder, to the extent applicable, and (iv) to consummate the transactions contemplated hereby and thereby, to the extent applicable. Each of the Seller and Parent is duly authorized, licensed or qualified to do business and is in good standing (or its local equivalent) under the Laws in each jurisdiction in which the properties, rights or assets properties owned or leased by it or the operation of the Business by it its business makes such authorization, licensing or qualification necessary, except to the extent that the failure to be so licensed, licensed or qualified or and in good standing has not had and would not have a adversely affect (a) the ability of such Person to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements, to the extent applicable, and (b) the ability of the Seller Material Adverse Effectto conduct the Business. Assuming the accuracy of Buyer’s representation in Section 4.10, the The execution and delivery by Parent of this Agreement and the Ancillary Agreements by the Seller and Parent, to which it is or will be a partythe extent applicable, the performance by each of the Seller and Parent of its obligations hereunder and thereunder thereunder, to the extent applicable, and the consummation by each of the Seller and Parent of the transactions contemplated hereby and thereby thereby, to the extent applicable, have been duly authorized by all requisite corporate action on the part of the Seller and Parent. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Parent is a party will beshall have been, (i) duly and validly executed and delivered by the Seller and Parent, andto the extent applicable, and (ii) assuming due authorization, execution and delivery by each of the other parties hereto Purchaser) this Agreement constitutes, and thereto (other than Affiliates of Parent)upon their execution the Ancillary Agreements shall constitute, a legal, valid and binding obligation obligations of the Seller and Parent, enforceable against it the Seller and Parent in accordance with its their respective terms, except as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally generally, and by general principles of equity (regardless of whether applied such enforceability is considered in a proceeding at law in Law or in equity) (the “Enforceability Exceptions”).

Organization, Authority and Qualification. (a) Each of the Seller and Parent is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware and has all necessary corporate power and authority to (i) own, operate or lease the properties, rights and assets owned, operated or leased by it that are related to the Business (including the Purchased Assets or the Interests, as applicable) and to carry on the Business as it has been and is currently conducted, (ii) enter into, execute and deliver into this Agreement and the Ancillary Agreements Agreements, to which it is or will be a partythe extent applicable, (iii) to carry out its obligations hereunder and thereunder thereunder, to the extent applicable, and (iv) to consummate the transactions contemplated hereby and thereby, to the extent applicable. Each of the Seller and Parent is duly authorized, licensed or qualified to do business and is in good standing (or its local equivalent) under the Laws in each jurisdiction in which the properties, rights or assets properties owned or leased by it or the operation of the Business by it its business makes such authorization, licensing or qualification necessary, except to the extent that the failure to be so licensed, licensed or qualified or and in good standing has not had and would not have a adversely affect (a) the ability of such Person to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements, to the extent applicable, and (b) the ability of the Seller Material Adverse Effectto conduct the Business. Assuming the accuracy of Buyer’s representation in Section 4.10, the The execution and delivery by Parent of this Agreement and the Ancillary Agreements by the Seller and Parent, to which it is or will be a partythe extent applicable, the performance by each of the Seller and Parent of its obligations hereunder and thereunder thereunder, to the extent applicable, and the consummation by each of the Seller and Parent of the transactions contemplated hereby and thereby thereby, to the extent applicable, have been duly authorized by all requisite corporate action on the part of the Seller and Parent. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Parent is a party will beshall have been, (i) duly and validly executed and delivered by the Seller and Parent, andto the extent applicable, and (ii) assuming due authorization, execution and delivery by each of the other parties hereto Purchaser) this Agreement constitutes, and thereto (other than Affiliates of Parent)upon their execution the Ancillary Agreements shall constitute, a legal, valid and binding obligation obligations of the Seller and Parent, enforceable against it the Seller and Parent in accordance with its their respective terms, except as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ ' rights generally generally, and by general principles of equity (regardless of whether applied such enforceability is considered in a proceeding at law in Law or in equity) (the “Enforceability Exceptions”).

Organization, Authority and Qualification. The Guarantor hereby represents and warrants to the Investor as follows: (ai) Parent the Guarantor is a corporation duly incorporatedorganized, validly existing and and, if such concept is applicable, in good standing under the Laws laws of the State Federal Republic of Delaware and Germany; (ii) subject to receipt of the approval of its Supervisory Board, the Guarantor has all necessary corporate power and authority to (i) own, operate or lease the properties, rights and assets owned, operated or leased by it that are related to the Business (including the Purchased Assets or the Interests, as applicable) and to carry on the Business as it has been and is currently conducted, (ii) enter into, execute and deliver into this Agreement and the Ancillary Agreements (if any) to which it is or will be a party, (iii) to carry out its obligations hereunder and thereunder and (iv) to consummate the transactions contemplated hereby and thereby. Parent is duly authorized, licensed or qualified ; (iii) subject to do business and is in good standing (or its local equivalent) under the Laws in each jurisdiction in which the properties, rights or assets owned or leased by it or the operation receipt of the Business by it makes such authorization, licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing has not had and would not have a Seller Material Adverse Effect. Assuming the accuracy approval of Buyer’s representation in Section 4.10its Supervisory Board, the execution and delivery by Parent the Guarantor of this Agreement and the Ancillary Agreements to which it is or will be a party, the performance by Parent the Guarantor of its obligations hereunder and thereunder and the consummation by Parent the Guarantor of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent. This the Guarantor; (iv) subject to receipt of the approval of its Supervisory Board, this Agreement has been, and and, upon their execution each of execution, the Ancillary Agreements to which Parent the Guarantor is or will be a party will beparty, (i) shall have been, duly and validly executed and delivered by Parent, and, the Guarantor; and (iiv) assuming due authorization, execution and delivery by each of the other parties hereto or thereto, as applicable, and thereto (other than Affiliates subject to receipt of Parent)the approval of its Supervisory Board, this Agreement constitutes, and, upon their execution, the Ancillary Agreements to which the Guarantor is or will be a party, shall constitute, legal, valid and binding obligation obligations of Parentthe Guarantor, enforceable against it the Guarantor in accordance with its their respective terms, except as such enforcement may be limited by subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or other similar Laws laws affecting enforcement of creditors’ rights generally and by subject to the effect of general principles of equity (regardless of whether applied considered in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Organization, Authority and Qualification. (a) Parent The Seller is a corporation limited liability company duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware New Jersey and has all necessary corporate limited liability company power and authority to (i) own, operate or lease the properties, rights and assets owned, operated or leased by it that are related to the Business (including the Purchased Assets or the Interests, as applicable) and to carry on the Business as it has been and is currently conducted, (ii) enter into, execute and deliver into this Agreement and the Ancillary Agreements to which it is or will be a party, (iii) to carry out its obligations hereunder and thereunder and (iv) to consummate the transactions contemplated hereby and thereby. Parent Each Seller Member has the authority and legal capacity to enter into this Agreement and the Ancillary Agreements to which he or she is a party, to carry out that Seller Member’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Seller is duly authorized, licensed or qualified to do business and is in good standing (or its local equivalent) under the Laws in each jurisdiction in which where the properties, rights or assets properties owned or leased by it or the operation of the Business by it its business makes such authorization, licensing or qualification necessary, except to the extent that the failure to be so licensed, licensed or qualified or and in good standing has not had and would not have a Seller Material Adverse Effect. Assuming the accuracy of Buyer’s representation in Section 4.10, the The execution and delivery by Parent of this Agreement by the Seller and of the Ancillary Agreements to which it is or will be a party, the performance by Parent the Seller of its obligations hereunder and thereunder and the consummation by Parent the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parentthe Seller. This Agreement has been, and upon their execution each of the respective Ancillary Agreements to which Parent is a party will beshall have been, (i) duly and validly executed and delivered by Parent, and, (ii) assuming the Seller Parties. Assuming due authorization, execution and delivery by each of the other Purchaser, this Agreement constitutes, and upon their execution, the respective Ancillary Agreements to which they are parties hereto and thereto (other than Affiliates of Parent)shall constitute, a legal, valid and binding obligation obligations of Parentthe Seller Parties, enforceable against it them in accordance with its their respective terms, except (i) as such enforcement the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting enforcement of laws now or hereafter in effect relating to creditors’ rights generally and by general principles (ii) that the remedy of equity (whether applied in a specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding at law or in equity) (the “Enforceability Exceptions”)therefor may be brought.

Organization, Authority and Qualification. (a) Parent Each of MLP ----------------------------------------- and MLP Acquisition is a corporation limited partnership duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware and has all necessary partnership power and authority to enter into this Agreement and each other agreement, document, or instrument or certificate to be executed by MLP or MLP Acquisition, in connection with the consummation of the transactions contemplated by this Agreement (together with this Agreement, such agreements, documents, instruments and certificates to be executed by MHC in connection with the consummation of the transactions contemplated by this Agreement being, the "MLP Documents"), to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. MHC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority to (i) own, operate or lease the properties, rights and assets owned, operated or leased by it that are related to the Business (including the Purchased Assets or the Interests, as applicable) and to carry on the Business as it has been and is currently conducted, (ii) enter into, execute and deliver into this Agreement and each of the Ancillary Agreements MLP Documents to which it is or will be a party, (iii) to carry out its respective obligations hereunder and thereunder and (iv) to consummate the transactions contemplated hereby and thereby. Parent is duly authorized, licensed or qualified to do business and is in good standing (or its local equivalent) under the Laws in each jurisdiction in which the properties, rights or assets owned or leased by it or the operation of the Business by it makes such authorization, licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing has not had and would not have a Seller Material Adverse Effect. Assuming the accuracy of Buyer’s representation in Section 4.10, the The execution and delivery by Parent of this Agreement and the Ancillary Agreements to which it is or will be a partyother MLP Documents by MLP and each of the GP Entities, the performance by Parent MLP and each of the GP Entities of its respective obligations hereunder and thereunder and the consummation by Parent MLP and each of the GP Entities of the transactions contemplated hereby and thereby have been duly authorized by all requisite partnership or corporate action action, as the case may be, on the part of ParentMLP, its partners and each of the GP Entities, respectively. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Parent is a party other MLP Documents at the Closing will be, (i) duly and validly executed and delivered by ParentMLP and each of the GP Entities, andrespectively, and (ii) assuming due authorization, execution and delivery hereof and thereof by each of the other parties hereto and thereto (other than Affiliates MLP and the GP Entities) this Agreement constitutes, and each of Parent)the other MLP Documents when so executed and delivered will constitute, a the legal, valid and binding obligation obligations of ParentMLP and each of the GP Entities, respectively, enforceable against it each of them in accordance with its their respective terms, except as such enforcement may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or other similar Laws laws affecting enforcement of creditors’ ' rights generally and by subject, as to enforceability, to the effect of general principles of equity (regardless of whether applied such enforceability is considered in a proceeding in equity or at law law). MLP and each of its Subsidiaries 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. Muzak Capital Corporation ("Capital Corp.") is a wholly-owned Subsidiary of MLP and is a corporation duly organized, validly existing and in equitygood standing under the laws of the State of Delaware. MLP Environmental Music, LLC is a wholly owned Subsidiary of MLP and is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Washington. Except as set forth in Section 3.1 of the Disclosure Schedule, (i) MLP has no Subsidiaries and no shares of capital stock or other equity securities of, or loans to (other than extensions of credit in the “Enforceability Exceptions”ordinary course of business) any other Person and (ii) Capital Corp. owns no material assets and has no material liabilities (other than as co-issuer of the Senior Notes). None of the assets of netValue Holdings Inc. or (except for the shared T1 line subject to the Administrative Services Agreement between MLP and EAIC Corp.) EAIC Corp. are used in the business of MLP.

Organization, Authority and Qualification. 8 <PAGE> (a) Parent Trans-Mex is a corporation duly incorporated, organized and validly existing and in good standing under the Laws of the State Republic of Delaware Mexico, with its principal place of business located at Nogales, Sonora, and with terminals located at Nuevo Laredo, Monterrey, Hermosillo and Tijuana. Trans-Mex has all necessary full corporate power and authority and is entitled to (i) own, operate own or lease the properties, rights and assets owned, operated or leased by it that are related to the Business (including the Purchased Assets or the Interests, as applicable) its properties and to carry on the Business its business as it has been and in all places where such business is currently conductedpresently conducted and such properties are owned or leased, (ii) enter into, execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party, (iii) carry out its obligations hereunder and thereunder and (iv) consummate the transactions contemplated hereby and thereby. Parent Trans-Mex is duly authorized, licensed or qualified to do business and is in good standing (or its local equivalent) under the Laws in each jurisdiction in which the properties, rights or assets owned or leased by it or the operation of the Business by it makes such authorization, licensing or qualification necessary, except to the extent that all jurisdictions where the failure to quality would result in any material adverse effect on Trans-Mex, Shareholders have delivered the Disclosure Memorandum to Swift with true, correct and complete copies of the articles of incorporation and bylaws (or equivalent documents under Mexican law) of Trans-Mex, as amended to date. The Shareholders have delivered the Disclosure Memorandum to Swift with correct and complete copies of: (i) the minutes and other similar records of meetings of the stockholders of Trans-Mex, as well as its directors and administrators, and (ii) its share transfer records, which reflect all issuances, transfers and redemptions of shares of Trans-Mex stock since toe date of its incorporation. All of the above shall be so licenseddelivered to Swift in the form of a copy of the minute book of Trans-Mex, qualified or in good standing has not had which shall include copies of the articles of incorporation and would not have a Seller Material Adverse Effect. Assuming the accuracy of Buyer’s representation in Section 4.10bylaws, as well as all amendments thereto, the execution corporate stock transfer records, and delivery by Parent of all corporate minutes. (b) Trans-Mex has the full right, power, and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party, the performance by Parent of its obligations hereunder perform and thereunder and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parentcomply with this Agreement. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Parent is a party will be, (i) been duly and validly executed and delivered by Parent, and, (ii) assuming due authorization, execution the Shareholders and delivery by each of Trans-Mex and constitute the other parties hereto and thereto (other than Affiliates of Parent), a legal, valid and legally binding obligation obligations of Parenteach, subject to general equity principles, enforceable against it in accordance with its their respective terms, except as such enforcement the same may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws affecting enforcement the rights of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity) (the “Enforceability Exceptions”).creditors generally. 5.2

Organization, Authority and Qualification. (a) Parent is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware and has all necessary corporate power and authority to (i) ownenter into this Agreement, operate or lease the properties, rights and assets owned, operated or leased by it that are related to the Business (including the Purchased Assets or the Interests, as applicable) and to carry on the Business as it has been and is currently conducted, (ii) enter into, execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party, (iii) carry out its obligations hereunder and thereunder and (iv) to consummate the transactions contemplated hereby Transactions. Merger Sub is a corporation validly existing and therebyin good standing under the laws of the State of North Carolina and has all necessary power and authority to enter into this Agreement, to carry out its obligations and to consummate the Transactions. Each of Parent and Merger Sub is duly authorized, licensed or qualified to do business and is in good standing (or its local equivalentto the extent such concepts are recognized under applicable Law) under the Laws in each jurisdiction in which the properties, rights or assets properties owned or leased by it or the operation of the Business by it its business makes such authorization, licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing has not had and would not have a Seller Material Adverse Effectadversely affect the ability of Parent or Merger Sub to carry out their obligations under this Agreement and to consummate the Transactions. Assuming the accuracy of Buyer’s representation in Section 4.10, the The execution and delivery by Parent and Merger Sub of this Agreement and the Ancillary Agreements to which it is or will be a partyAgreement, the performance by Parent and Merger Sub of its their obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate action on the part of ParentParent and Merger Sub. The respective board of directors of each of Parent and Merger Sub have adopted resolutions approving this Agreement, the Voting Agreements, the other Transaction Documents to which Parent or Merger Sub is a party and the Transactions. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Parent is a party will be, (i) been duly and validly executed and delivered by ParentParent and Merger Sub, and, and (ii) assuming due authorization, execution and delivery by each of the other parties hereto and thereto (other than Affiliates of Parent), hereto) this Agreement constitutes a legal, valid and binding obligation of ParentParent and Merger Sub, enforceable against it Parent and Merger Sub in accordance with its terms, except as such enforcement may be limited by terms subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including Laws relating to fraudulent transfers), reorganization, moratorium or other similar Laws affecting enforcement of creditors’ rights generally and by subject to the effect of general principles of equity (regardless of whether applied considered in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Organization, Authority and Qualification. Each of the Sellers and each of the Purchased Entities (a) Parent is a corporation duly incorporatedincorporated or formed, as applicable, validly existing and and, to the extent applicable, in good standing under the Laws of its jurisdiction of incorporation or formation, (b) has full power and authority to own or lease its properties and assets and carry on its business in the State places where such properties are currently owned or leased or such businesses are currently conducted and (c) is qualified to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operating of Delaware its properties or assets or the conduct of its business requires such qualification. True, correct and complete copies of the certificate of incorporation or bylaws or other similar organizational documents of each of the Purchased Entities, each as amended as of the date hereof, have been made available to Buyer. Each of the Sellers has all necessary corporate power and authority to (i) own, operate or lease the properties, rights and assets owned, operated or leased by it that are related to the Business (including the Purchased Assets or the Interests, as applicable) and to carry on the Business as it has been and is currently conducted, (ii) enter into, execute and deliver this Agreement and each of the Ancillary Agreements to which it is or will be a party, (iii) to carry out its obligations hereunder and thereunder and (iv) to consummate the transactions contemplated hereby and thereby. Parent is duly authorized, licensed or qualified to do business and is in good standing (or its local equivalent) under the Laws in each jurisdiction in which the properties, rights or assets owned or leased by it or the operation of the Business by it makes such authorization, licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing has not had and would not have a Seller Material Adverse Effect. Assuming the accuracy of Buyer’s representation in Section 4.10, the The execution and delivery by Parent of this Agreement and the Ancillary Agreements to which it is or will be a partyby each of the Sellers, the performance by Parent each of its the Sellers of their respective obligations hereunder and thereunder and the consummation by Parent each of the Sellers of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parenteach of the Sellers. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Parent is a party will beAgreements, (i) when duly and validly executed and delivered by Parentthe Sellers, and, will be (ii) assuming due authorization, execution and delivery by each of the other parties hereto and thereto (other than Affiliates of ParentBuyer), a legal, valid and binding obligation of Parenteach of the Sellers, enforceable against it them in accordance with its terms, except as such enforcement may be limited by subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium rehabilitation, liquidation, fraudulent conveyance, preferential transfer or other similar Laws now or hereafter in effect relating to or affecting enforcement of creditors’ rights and remedies generally and by subject, as to enforceability, to the effect of general equitable principles (regardless of equity (whether applied enforcement is sought in a proceeding in equity or at law or in equity) (the “Enforceability Exceptions”law).

Organization, Authority and Qualification. (a) Parent Mission UK is a private limited company duly incorporated and validly existing under the Laws of the England and Wales and has full power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 5.01 of the Disclosure Schedules sets forth each jurisdiction in which Mission UK carries out its business, and Mission UK is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. All actions taken by Mission UK in connection with this Agreement and the other Ancillary Documents have been duly authorized and approved. (b) MM Ltd is a private limited company duly incorporated and validly existing under the Laws of the England and Wales and has full power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 5.01 of the Disclosure Schedules sets forth each jurisdiction in which MM Ltd carries out its business, and MM Ltd is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. All actions taken by MM Ltd in connection with this Agreement and the other Ancillary Documents have been duly authorized and approved. (c) MM Inc is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware New York and has all necessary full corporate power and authority to (i) own, operate or lease the properties, rights properties and assets now owned, operated or leased by it that are related to the Business (including the Purchased Assets or the Interests, as applicable) and to carry on the Business its business as it has been and is currently conducted. Section 5.01 of the Disclosure Schedules sets forth each jurisdiction in which MM Inc is licensed or qualified to do business, (ii) enter into, execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party, (iii) carry out its obligations hereunder and thereunder and (iv) consummate the transactions contemplated hereby and thereby. Parent MM Inc is duly authorized, licensed or qualified to do business and is in good standing (or its local equivalent) under the Laws in each jurisdiction in which the properties, rights or assets properties owned or leased by it or the operation of the Business by it its business as currently conducted makes such authorization, licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or . All corporate actions taken by MM Inc in good standing has not had and would not have a Seller Material Adverse Effect. Assuming the accuracy of Buyer’s representation in Section 4.10, the execution and delivery by Parent of connection with this Agreement and the other Ancillary Agreements to which it is or will be a party, the performance by Parent of its obligations hereunder and thereunder and the consummation by Parent of the transactions contemplated hereby and thereby Documents have been duly authorized by all requisite corporate action on the part of Parentauthorized. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Parent is a party will be, (i) duly and validly executed and delivered by Parent, and, (ii) assuming due authorization, execution and delivery by each of the other parties hereto and thereto (other than Affiliates of Parent), a legal, valid and binding obligation of Parent, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity) (the “Enforceability Exceptions”).- 36 - Section 5.02

Organization, Authority and Qualification. (a) Parent Each of Sumter One and Sumter Two is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State its state of Delaware incorporation and has all necessary corporate power and authority to (i) own, operate or lease the properties, rights and assets owned, operated or leased by it that are related to the Business (including the Purchased Assets or the Interests, as applicable) and to carry on the Business as it has been and is currently conducted, (ii) enter into, execute and deliver into this Agreement and the Ancillary Agreements other Operative Documents, to which it is or will be a party, (iii) carry out its obligations hereunder and thereunder and (iv) to consummate the transactions contemplated hereby and thereby. Parent Each of Sumter One and Sumter Two is duly authorized, licensed or qualified to do business and is in good standing (or its local equivalent) under the Laws in each jurisdiction in which the properties, rights or assets properties owned or leased by it or the operation of the Business by it its business makes such authorization, licensing or qualification necessarynecessary and all such jurisdictions are set forth on Schedule 3.1 hereto. Each of Sumter One and Sumter Two has made an election under section 1362(a)(1) of the Code which is currently valid and which has been valid at all times since and including the date on which Sumter One and Sumter Two, except to as the extent that case may be, was formed. Each Trust is duly organized under the failure to be so licensedlaws of the State of Texas, qualified or in good standing has not had been revoked by the grantor thereof and would not have a Seller Material Adverse Effecthas all necessary power and authority to enter into this Agreement and the other Operative Documents, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Assuming the accuracy of Buyer’s representation in Section 4.10, the The execution and delivery by Parent of this Agreement and the Ancillary Agreements to which it is or will be a partyother Operative Documents, the performance by Parent each Sumter Party of its their respective obligations hereunder and thereunder and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parenteach Sumter Party. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Parent is a party will beother Operative Documents shall have been, (i) duly and validly executed and delivered by Parenteach Sumter Party which is a party thereto, and, and (ii) assuming due authorization, execution and delivery by Enterprise and the other parties thereto) this Agreement constitutes, and upon its execution each of the other parties hereto and thereto (other than Affiliates of Parent)Operative Documents will constitute, a legal, valid and binding obligation of Parent, each Sumter Party which is a party thereto enforceable against it such Sumter Party which is a party thereto in accordance with its their respective terms. Assuming the accuracy of the representations and warranties set forth in Section 4.1 hereof, except as such enforcement may be limited the restrictions on business combinations contained in Section 203 of the DGCL have been satisfied with respect to the transactions contemplated hereby. The Board of Directors of each of Sumter One and Sumter Two has duly and validly taken all necessary actions to exempt the transactions contemplated by bankruptcythis Agreement, insolvencyincluding the Mergers, reorganizationfrom the provisions of Sections 607.0901 through 607.0903 of the FBCA. All corporate actions taken by Sumter One and Sumter Two have been duly authorized, moratorium and neither Sumter One nor Sumter Two has taken any action that in any respect conflicts with, constitutes a default under or other similar Laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied results in a proceeding at law violation of any provision of its Certificate of Incorporation or By-laws. True and correct copies of the Certificate of Incorporation and by-laws of Sumter One and Sumter Two, each as in equity) (effect on the “Enforceability Exceptions”)date hereof, have been delivered by Sumter One and Sumter Two to Enterprise and the Subs.

Organization, Authority and Qualification. Each of the Sellers and each of the Purchased Entities (a) Parent is a corporation duly incorporatedincorporated or formed, as applicable, validly existing and and, to the extent applicable, in good standing under the Laws of its jurisdiction of incorporation or formation, (b) has full power and authority to own or lease its properties and assets and carry on its business in the State places where such properties are currently owned or leased or such businesses are currently conducted and (c) is qualified to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operating of Delaware its properties or assets or the conduct of its business requires such qualification. True, correct and complete copies of the certificate of incorporation or bylaws or other similar organizational documents of each of the Purchased Entities, each as amended as of the date hereof, have been made available to Buyer. Each of the Sellers has all necessary corporate power and authority to (i) own, operate or lease the properties, rights and assets owned, operated or leased by it that are related to the Business (including the Purchased Assets or the Interests, as applicable) and to carry on the Business as it has been and is currently conducted, (ii) enter into, execute and deliver this Agreement and each of the Ancillary Agreements to which it is or will be a party, (iii) to carry out its obligations hereunder and thereunder and (iv) to consummate the transactions contemplated hereby and thereby. Parent is duly authorized, licensed or qualified to do business and is in good standing (or its local equivalent) under the Laws in each jurisdiction in which the properties, rights or assets owned or leased by it or the operation of the Business by it makes such authorization, licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing has not had and would not have a Seller Material Adverse Effect. Assuming the accuracy of Buyer’s representation in Section 4.10, the The execution and delivery by Parent of this Agreement and the Ancillary Agreements to which it is or will be a partyby each of the Sellers, the performance by Parent each of its the Sellers of their respective obligations hereunder and thereunder and the consummation by Parent each of the Sellers of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parenteach of the Sellers. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Parent is a party will beAgreements, (i) when duly and validly executed and delivered by Parentthe Sellers, and, will be (ii) assuming due authorization, execution and delivery by each of the other parties hereto and thereto (other than Affiliates of ParentBuyer), a legal, valid and binding obligation of Parenteach of the Sellers, enforceable against it them in accordance with its terms, except as such enforcement may be limited by subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium rehabilitation, liquidation, fraudulent conveyance, preferential transfer or other similar Laws now or hereafter in effect relating to or affecting enforcement of creditors’ rights and remedies generally and by subject, as to enforceability, to the effect of general equitable principles (regardless of equity (whether applied enforcement is sought in a proceeding in equity or at law or in equity) (the “Enforceability Exceptions”law).. 18 Section 4.2

Organization, Authority and Qualification. (a) Parent Such Seller is a corporation company duly incorporatedorganized, validly existing and in good standing under the Laws of the State of Delaware jurisdiction in which it is organized and has all necessary corporate power and authority to (i) own, operate or lease the properties, rights and assets owned, operated or leased by it that are related to the Business (including the Purchased Assets or the Interests, as applicable) and to carry on the Business as it has been and is currently conducted, (ii) enter into, execute and deliver into this Agreement and the Ancillary Agreements to which it is or will be a party, (iii) to carry out its obligations hereunder and thereunder and (iv) to consummate the transactions contemplated hereby and thereby. Parent Such Seller is duly authorized, licensed or qualified to do business and is in good standing (or its local equivalentto the extent such concepts are recognized under applicable Law) under the Laws in each jurisdiction in which the properties, rights or assets properties owned or leased by it or the operation of the Business by it its business makes such authorization, licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing has not had and would not have a (a) adversely affect the ability of the Seller Material Adverse Effect. Assuming to carry out its obligations under, and to consummate the accuracy of Buyer’s representation in Section 4.10transactions contemplated by, the execution and delivery by Parent of this Agreement and the Ancillary Agreements to which it is a party; or will be (b) otherwise have a Material Adverse Effect. The execution and delivery by such Seller of this Agreement and the Ancillary Agreements to which such Seller is a party, the performance by Parent such Seller of its obligations hereunder and thereunder and the consummation by Parent such Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parentsuch Seller. This Agreement has beenbeen and, and upon their execution each of the Ancillary Agreements to which Parent it is a party will beshall have been, (i) duly and validly executed and delivered by Parentsuch Seller, and, and (ii) assuming due authorization, execution and delivery by each of the Purchaser and the other parties hereto Seller) this Agreement constitutes, and thereto (other than Affiliates of Parent)upon their execution the Ancillary Agreements to which it is a party shall constitute, a legal, valid and binding obligation of Parentsuch Seller, enforceable against it such Seller in accordance with its their respective terms, except as such enforcement may be limited by subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including Laws relating to fraudulent transfers), reorganization, moratorium or other similar Laws affecting enforcement of creditors’ rights generally and by subject to the effect of general principles of equity (regardless of whether applied considered in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Organization, Authority and Qualification. (a) Parent Each of MLP and MLP Acquisition is a corporation limited partnership duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware and has all necessary partnership power and authority to enter into this Agreement and each other agreement, document, or instrument or certificate to be executed by MLP or MLP Acquisition, in connection with the consummation of the transactions contemplated by this Agreement (together with this Agreement, such agreements, documents, instruments and certificates to be executed by MHC in connection with the consummation of the transactions contemplated by this Agreement being, the "MLP Documents"), to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. MHC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority to (i) own, operate or lease the properties, rights and assets owned, operated or leased by it that are related to the Business (including the Purchased Assets or the Interests, as applicable) and to carry on the Business as it has been and is currently conducted, (ii) enter into, execute and deliver into this Agreement and each of the Ancillary Agreements MLP Documents to which it is or will be a party, (iii) to carry out its respective obligations hereunder and thereunder and (iv) to consummate the transactions contemplated hereby and thereby. Parent is duly authorized, licensed or qualified to do business and is in good standing (or its local equivalent) under the Laws in each jurisdiction in which the properties, rights or assets owned or leased by it or the operation of the Business by it makes such authorization, licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing has not had and would not have a Seller Material Adverse Effect. Assuming the accuracy of Buyer’s representation in Section 4.10, the The execution and delivery by Parent of this Agreement and the Ancillary Agreements to which it is or will be a partyother MLP Documents by MLP and each of the GP Entities, the performance by Parent MLP and each of the GP Entities of its respective obligations hereunder and thereunder and the consummation by Parent MLP and each of the GP Entities of the transactions contemplated hereby and thereby have been duly authorized by all requisite partnership or corporate action action, as the case may be, on the part of ParentMLP, its partners and each of the GP Entities, respectively. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Parent is a party other MLP Documents at the Closing will be, (i) duly and validly executed and delivered by ParentMLP and each of the GP Entities, andrespectively, and (ii) assuming due authorization, execution and delivery hereof and thereof by each of the other parties hereto and thereto (other than Affiliates MLP and the GP Entities) this Agreement constitutes, and each of Parent)the other MLP Documents when so executed and delivered will constitute, a the legal, valid and binding obligation obligations of ParentMLP and each of the GP Entities, respectively, enforceable against it each of them in accordance with its their respective terms, except as such enforcement may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or other similar Laws laws affecting enforcement of creditors’ ' rights generally and by subject, as to enforceability, to the effect of general principles of equity (regardless of whether applied such enforceability is considered in a proceeding in equity or at law law). MLP and each of its Subsidiaries 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. Muzak Capital Corporation ("Capital Corp.") is a wholly-owned Subsidiary of MLP and is a corporation duly organized, validly existing and in equitygood standing under the laws of the State of Delaware. MLP Environmental Music, LLC is a wholly owned Subsidiary of MLP and is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Washington. Except as set forth in Section 3.1 of the Disclosure Schedule, (i) MLP has no Subsidiaries and no shares of capital stock or other equity securities of, or loans to (other than extensions of credit in the “Enforceability Exceptions”ordinary course of business) any other Person and (ii) Capital Corp. owns no material assets and has no material liabilities (other than as co-issuer of the Senior Notes). None of the assets of netValue Holdings Inc. or (except for the shared T1 line subject to the Administrative Services Agreement between MLP and EAIC Corp.) EAIC Corp. are used in the business of MLP.

Organization, Authority and Qualification. (a) Parent is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority to (i) own, operate or lease the properties, rights and assets owned, operated or leased by it that are related to the Business (including the Purchased Assets or the Interests, as applicableAssets) and to carry on the Business as it has been and is currently conducted, (ii) enter into, execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and any document, instrument or certificate specifically contemplated by this Agreement or the Ancillary Agreements to which it is or will be a party, (iii) carry out its obligations hereunder and thereunder and (iv) consummate the transactions contemplated hereby and thereby. Parent is duly authorized, licensed or qualified to do business and is in good standing (or its local equivalent) under the Laws in each jurisdiction in which the properties, rights or assets owned or leased by it or the operation of the Business by it makes such authorization, licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have a Seller Material Adverse Effect. Assuming the accuracy of Buyer’s representation in Section 4.10, the The execution and delivery by Parent of this Agreement and the Ancillary Agreements to which it is or will be a party, the performance by Parent of its obligations hereunder and thereunder and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Parent is or will be a party is or will be, (i) duly and validly executed and delivered by ParentXxxxxx, and, (ii) assuming due authorization, execution and delivery by each of the other parties hereto and thereto (other than Affiliates of Parent), a legal, valid and binding obligation of Parent, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Organization, Authority and Qualification. (a) Parent of the Company -------------------------------------------------------- and the Company Subsidiaries. The Company and each Company Subsidiary is a ---------------------------- corporation duly incorporatedincorporated or organized, validly existing as a legal entity properly incorporated, organized, registered and existing, and in good standing (in jurisdictions recognizing the concept) under the Laws laws of the State jurisdiction of Delaware its incorporation, and the Company has all necessary corporate power and authority to (i) ownenter into this Agreement, operate or lease the properties, rights and assets owned, operated or leased by it that are related to the Business (including the Purchased Assets or the Interests, as applicable) and to carry on the Business as it has been and is currently conducted, (ii) enter into, execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party, (iii) carry out its obligations hereunder and thereunder and (iv) to consummate the transactions contemplated hereby Transactions (including entering into the Warrant Agreement and therebyRegistration Rights Agreement). Parent The Company and each Company Subsidiary is duly authorized, licensed or qualified to do business (and is in good standing (or its local equivalent) under the Laws in each jurisdiction that recognizes the concept) in which the properties, rights (x) it owns or assets owned leases properties or leased by it conducts any business or the operation of the Business by it makes (y) such authorization, licensing or qualification is necessary, except to the extent that where the failure to be so licensed, qualified or in good standing has (with respect to jurisdictions recognizing the concept) in any such jurisdiction does not had and or would not have a Seller Material Adverse Effectsubject the Company or the Company Subsidiary, as the case may be, to any material liability or disability. Assuming the accuracy of Buyer’s representation in Section 4.10, the The execution and delivery by Parent of this Agreement and by the Ancillary Agreements to which it is or will be a partyCompany, the performance by Parent the Company of its obligations hereunder and thereunder and the consummation by Parent the Company of the transactions contemplated hereby Transactions (including entering into the Warrant Agreement and thereby Registration Rights Agreement) have been duly authorized by all requisite corporate action on the part of Parentthe Company (other than, with respect to the approval of this Agreement and the Transactions, by the requisite action of the holders of voting securities of the Company in accordance with Delaware General Corporation Law, the Certificate of Incorporation, the By-laws and Nasdaq listing requirements). This Agreement has been, and upon their execution each of the Ancillary Agreements to which Parent is a party will be, (i) been duly and validly executed and delivered by Parentthe Company, and, and (ii) assuming due authorization, execution and delivery by each of the other parties hereto and thereto (other than Affiliates of Parent), Purchaser) this Agreement constitutes a legal, valid and binding obligation of Parent, the Company enforceable against it the Company in accordance with its terms, except as that (A) such enforcement may be limited by subject to (i) any bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar Laws affecting enforcement of law now or hereafter in effect relating to creditors’ ' rights generally and by generally, (ii) general principles of equity (regardless of whether applied enforceability is considered in a proceeding at law or in equity) and (B) rights to indemnification and contribution may be limited by public policy. Neither the “Enforceability Exceptions”)Company nor any Company Subsidiary is in violation of any of the provisions of their respective certificate of incorporation, by-laws or equivalent organizational documents.