Common use of Organization, Authority and Qualification Clause in Contracts

Organization, Authority and Qualification. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate 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. The Company 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 makes such licensing or qualification necessary or desirable, except to the extent that the failure to be so licensed, qualified or in good standing would not (i) adversely affect the ability of the Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements or (ii) otherwise have a Material Adverse Effect. True and correct copies of the certificate of incorporation and bylaws of the Company have been made available by the Seller to the Purchaser. The execution and delivery of this Agreement and the Ancillary Agreements by the Company, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Company. This Agreement has been, and upon their execution the Ancillary Agreements shall have been, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Purchaser, Merger Sub and the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements shall constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except where enforcement thereof may be limited by bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally, and general equitable principles.

Organization, Authority and Qualification. (a) The Company Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority to ownenter into this Agreement and the Ancillary Agreements, operate or lease the properties to carry out its obligations hereunder and assets now owned, operated or leased by it thereunder and to carry on its business as it has been consummate the transactions contemplated hereby and is currently conductedthereby. The Company Seller 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 makes such licensing or qualification necessary or desirablenecessary, except to the extent that the failure to be so licensed, qualified or in good standing would not (i) adversely affect the ability of the Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements or (ii) otherwise have a Material Adverse Effect. True and correct copies of the certificate of incorporation and bylaws of the Company have been made available by the Seller to the Purchaser. The execution and delivery of this Agreement and the Ancillary Agreements by the CompanySeller, the performance by the Company Seller of its obligations hereunder and thereunder and the consummation by the Company Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the CompanySeller. This Agreement has been, and upon their execution the Ancillary Agreements shall will have been, duly executed and delivered by the CompanySeller, and (assuming due authorization, execution and delivery by the Purchaser, Merger Sub Purchaser and the SellerParent) this Agreement constitutes, and upon their execution the Ancillary Agreements shall will constitute, legal, valid and binding obligations of the CompanySeller, enforceable against the Company Seller in accordance with their respective terms, except where enforcement thereof may be as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, insolvency moratorium and similar other laws of general application affecting enforcement of creditors’ rights generally, and general equitable principles.

Organization, Authority and Qualification. (a) The Company Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction its state of its incorporation and has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it which comprise the Division and to carry on its business the Business of the Division as it has been and is currently conducted. The Company Seller is duly licensed or qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the properties owned or leased by it or Division operates the operation Business, all of its business makes such licensing or qualification necessary or desirable, except to the extent that the failure to be so licensed, qualified or in good standing would not which jurisdictions are set forth on Schedule 3.1 hereof. Seller has full power and authority (i) adversely affect the ability of the Seller to carry out its obligations underexecute, deliver and to consummate the transactions contemplated by, perform this Agreement and the Ancillary Agreements or other Transaction Documents to which it is a signatory, and (ii) otherwise to perform its respective obligations hereunder and thereunder. All corporate actions taken by Seller have a Material Adverse Effectbeen duly authorized and approved by Seller's Board of Directors and, if required under the Delaware General Corporation Law, Seller's stockholders. True and correct copies of the certificate Certificate of incorporation Incorporation and bylaws By-laws of Seller, each as in effect on the Company date hereof, have been made available by the Seller delivered to the Purchaser. The execution and delivery of this Agreement and the Ancillary Agreements by the Company, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Company. This Agreement has been, and upon their execution the Ancillary Agreements Transaction Documents of which Seller is a signatory shall have been, duly executed and delivered by the Company, Seller and (assuming due authorization, execution and delivery by the Purchaser, Merger Sub and the Seller) this Agreement constitutes, and upon their execution each of the Ancillary Agreements shall Transaction Documents to which Seller is a party will constitute, a legal, valid and binding obligations obligation of the Company, Seller enforceable against the Company Seller in accordance with their respective terms, except where enforcement thereof as enforceability may be limited by bankruptcyapplicable bankruptcy and insolvency, reorganization, insolvency and moratorium or similar laws affecting the enforcement of creditors’ ' rights generally, and general equitable principles.

Organization, Authority and Qualification. (a) The Company Each of ML & Co. and MLCS is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation Delaware and each has all necessary corporate power and authority to ownenter into this Agreement and the Ancillary Agreements, operate or lease the properties to carry out its obligations hereunder and assets now owned, operated or leased by it thereunder and to carry on its business as it has been consummate the transactions contemplated hereby and is currently conductedthereby. The Company Each of ML & Co. and MLCS is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned States of the United States and foreign jurisdictions where its ownership or leased by it leasing of property or the operation conduct of its business makes such licensing or qualification necessary or desirablethe Business requires it to be so qualified, except to the extent that the where such failure to be so licensed, qualified or in good standing would is not (i) adversely affect the ability of the Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements or (ii) otherwise have a Material Adverse Effect. True and correct copies of the certificate of incorporation and bylaws of the Company have been made available by the Seller material to the PurchaserBusiness. The execution and delivery of this Agreement and the Ancillary Agreements by the CompanySellers, the performance by the Company Sellers of its their obligations hereunder and thereunder and the consummation by the Company Sellers of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the CompanySellers. This Agreement has been, and upon their execution the Ancillary Agreements shall have been, duly executed and delivered by the CompanySellers, and (assuming due authorization, execution and delivery by the Purchaser, Merger Sub and the SellerPurchasers) this Agreement constitutes, and upon their execution the Ancillary Agreements shall constitute, legal, valid and binding obligations of the Company, Sellers enforceable against the Company in accordance with their respective terms, terms except where enforcement thereof as such enforceability may be limited by bankruptcy, reorganizationreceivership, insolvency and similar moratorium, conservatorship, reorganization or other laws of general application affecting creditors’ the rights generally, and of creditors generally or by general equitable principlesprinciples of equity.

Organization, Authority and Qualification. (a) The Company Allegheny is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation Maryland. Supply is a limited liability company duly organized, validly existing and has in good standing under the laws of the State of Delaware. Rule 58 Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. The Purchasers have all necessary corporate or similar power and authority to ownenter into such of this Agreement and the Ancillary Agreements to which they are parties, operate or lease the properties to carry out its respective obligations hereunder and assets now owned, operated or leased by it thereunder and to carry on its business as it has been consummate the transactions contemplated hereby and is currently conductedthereby. The Company Supply is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned States of the United States and foreign jurisdictions where its ownership or leased by it leasing of property or the operation conduct of its business makes such licensing or qualification necessary or desirablerequires it to be so qualified, except to the extent that the where such failure to be so licensed, qualified or in good standing would does not (i) adversely affect the ability of the Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements or (ii) otherwise have a Material Adverse Effect. True and correct copies of the certificate of incorporation and bylaws of the Company have been made available by the Seller to the Purchasermaterial adverse effect on its business. The execution and delivery of this Agreement and the Ancillary Agreements by the CompanyPurchasers, the performance by the Company Purchasers of its their obligations hereunder and thereunder and the consummation by the Company Purchasers of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or similar action on the part of the CompanyPurchasers. This Agreement has been, and upon their execution the Ancillary Agreements shall have beenwill be, duly executed and delivered by the CompanyPurchasers, and (assuming due authorization, execution and delivery by the Purchaser, Merger Sub and the SellerSellers) this Agreement constitutes, and upon their execution the Ancillary Agreements shall will constitute, legal, valid and binding obligations of the Company, enforceable against the Company Purchasers in accordance with their respective terms, terms except where enforcement thereof as such enforceability may be limited by bankruptcy, reorganizationreceivership, insolvency and similar moratorium, conservatorship, reorganization or other laws of general application affecting creditors’ the rights generally, and of creditors generally or by general equitable principlesprinciples of equity.

Organization, Authority and Qualification. (a) The Company Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation incorporation. Each of the Seller and the Company has all necessary corporate power and authority to ownenter into this Agreement and the Ancillary Agreements, operate or lease the properties to carry out its obligations hereunder and assets now owned, operated or leased by it thereunder and to carry on its business as it has been consummate the transactions contemplated hereby and is currently conductedthereby. The Company Seller 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 makes such licensing or qualification necessary or desirablenecessary, except to the extent that the failure to be so licensed, qualified or in good standing would not (ia) adversely affect the ability of the Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements Agreements, or (iib) otherwise have a Material Adverse Effect. True and correct copies of the certificate of incorporation and bylaws of the Company have been made available by the Seller to the Purchaser. The execution and delivery of this Agreement and the Ancillary Agreements by each of the Seller and the Company, the performance by each of the Seller and the Company of its obligations hereunder and thereunder and the consummation by each of the Seller and the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of each of the Seller and the Company. This Agreement has been, and upon their execution the Ancillary Agreements shall have been, duly executed and delivered by each of the Seller and the Company, and (assuming due authorization, execution and delivery by the Purchaser, Merger Sub and the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements shall constitute, legal, valid and binding obligations of the CompanySeller, enforceable against each of the Seller and the Company in accordance with their respective terms, except where enforcement thereof may be limited by bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally, and general equitable principles.

Organization, Authority and Qualification. (a) The Company Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the jurisdiction State of its incorporation New Jersey and has all necessary corporate power and authority to ownenter into, operate or lease the properties execute and assets now owneddeliver this Agreement and, operated or leased by it and subject to carry on its business as it has been and is currently conducted. The Company 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 makes such licensing or qualification necessary or desirable, except to the extent that the failure to be so licensed, qualified or in good standing would not (i) adversely affect the ability of obtaining the Seller Shareholder Approval (as defined herein), to carry out its obligations under, hereunder and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements or (ii) otherwise have a Material Adverse Effect. True and correct copies of the certificate of incorporation and bylaws of the Company have been made available by the Seller to the Purchaserhereby. The execution execution, delivery and delivery performance by Seller of this Agreement and the Ancillary Agreements by the Company, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company Seller of the transactions contemplated hereby are within Seller’s corporate powers and thereby have been duly authorized and approved by all requisite the board of directors of Seller, and except for obtaining the Seller Shareholder Approval, no other corporate action on the part of Seller is necessary to authorize and approve the Companyexecution, delivery and performance by Seller of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been, and upon their execution the Ancillary Agreements shall have been, been duly executed and delivered by the CompanySeller, and (and, assuming due authorization, execution and delivery by the Purchaser, Merger Sub and the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements shall constitute, legal, constitutes a valid and binding obligations obligation of the CompanySeller, enforceable against the Company it in accordance with their respective its terms, except where enforcement thereof may be limited by subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency and insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar laws Laws now or hereafter in effect relating to or affecting creditors’ rights generallyand remedies generally and subject, and as to enforceability, to the effect of general equitable principlesprinciples (regardless of whether enforcement is sought in a proceeding in equity or at law).

Organization, Authority and Qualification. (a) The Company Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws Laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate organizational power and authority to ownenter into, operate or lease execute and deliver this Agreement and the properties and assets now ownedAncillary Agreements, operated or leased by it and to carry on its business as it has been and is currently conducted. The Company 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 makes such licensing or qualification necessary or desirable, except to the extent that the failure to be so licensed, qualified or in good standing would not (i) adversely affect the ability of the Seller to carry out its obligations under, hereunder and thereunder and to consummate the transactions contemplated by, this Agreement hereby and the Ancillary Agreements or (ii) otherwise have a Material Adverse Effect. True and correct copies of the certificate of incorporation and bylaws of the Company have been made available by the Seller to the Purchaserthereby. The execution and delivery of this Agreement and the Ancillary Agreements by the CompanySeller, the performance by the Company Seller of its obligations hereunder and thereunder and the consummation by the Company Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite organizational action on the part of the CompanySeller. This Agreement has been, and upon their execution the Ancillary Agreements shall have beenwhen executed and delivered by the Seller will be, duly executed and delivered by the CompanySeller, and (and, assuming due authorization, execution and delivery by the PurchaserPurchaser and any other parties thereto, Merger Sub and the Seller) this Agreement constitutesis, and upon their execution the Ancillary Agreements shall constitutewhen executed and delivered by the Seller will be, legal, valid and binding obligations of the CompanySeller, enforceable against the Company it in accordance with their respective terms, except where enforcement thereof may be limited by subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency and insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar laws Laws now or hereafter in effect relating to or affecting creditors’ rights generallyand remedies generally and subject, and as to enforceability, to the effect of general equitable principlesprinciples (regardless of whether enforcement is sought in a proceeding in equity or at law).

Organization, Authority and Qualification. (a) The Company Seller is a corporation company duly organizedincorporated, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to own, operate or lease enter into this Agreement and the properties and assets now owned, operated or leased by it and other Transaction Documents to carry on its business as it has been and is currently conducted. The Company 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 makes such licensing or qualification necessary or desirableSeller is a party, except to the extent that the failure to be so licensed, qualified or in good standing would not (i) adversely affect the ability of the Seller to carry out its obligations under, hereunder and thereunder and to consummate the transactions contemplated by, this Agreement hereby and the Ancillary Agreements or (ii) otherwise have a Material Adverse Effect. True and correct copies of the certificate of incorporation and bylaws of the Company have been made available by the Seller to the Purchaserthereby. The execution and delivery by the Seller of this Agreement and the Ancillary Agreements by the Companyother Transaction Documents to which it is a party, the performance by the Company Seller of its obligations hereunder and thereunder and the consummation by the Company Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action corporate actions on the part of the CompanySeller. This Agreement has been, and upon their the execution of the Ancillary Agreements other Transaction Documents to which the Seller is a party shall have been, duly executed and delivered by the CompanySeller, and (assuming due authorization, execution and delivery by the Purchaserother parties hereto or thereto, Merger Sub and the Selleras applicable) this Agreement constitutes, and upon their execution the Ancillary Agreements shall other Transaction Documents to which the Seller is a party will constitute, legal, valid and binding obligations of the CompanySeller, enforceable against the Company Seller in accordance with their respective terms, except where as enforcement thereof may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by applicable bankruptcy, reorganizationinsolvency, insolvency statute of limitations and similar laws Law affecting creditors’ rights and remedies generally, and general equitable principles.

Organization, Authority and Qualification. (a) The Company Seller is a corporation duly organizedincorporated, validly existing existing, and in good standing under the laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority to ownenter into this Agreement and the other Transaction Documents to which it is a party, 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. The Company 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 makes such licensing or qualification necessary or desirable, except to the extent that the failure to be so licensed, qualified or in good standing would not (i) adversely affect the ability of the Seller to carry out its obligations underhereunder and thereunder, and to consummate the transactions contemplated by, this Agreement hereby and the Ancillary Agreements or (ii) otherwise have a Material Adverse Effect. True and correct copies of the certificate of incorporation and bylaws of the Company have been made available by the Seller to the Purchaserthereby. The execution and delivery by the Seller of this Agreement and the Ancillary Agreements by the Companyother Transaction Documents to which it is a party, the performance by the Company Seller of its obligations hereunder and thereunder thereunder, and the consummation by the Company Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the CompanySeller. This Agreement has been, and upon their execution the Ancillary Agreements shall other Transaction Documents to which the Seller is a party have been, been duly executed and delivered by the CompanySeller, and (assuming due authorization, execution execution, and delivery by the Purchaser, Merger Sub Purchaser and the Sellereach Company Entity) this Agreement constitutesand the other Transaction Documents to which the Seller is a party constitute, a legal, valid, and upon their execution the Ancillary Agreements shall constitute, legal, valid and binding obligations obligation of the CompanySeller, enforceable against the Company Seller in accordance with their respective terms, except where enforcement thereof may be limited by subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency and moratorium, or other similar laws Laws relating to or affecting creditors’ rights generally, generally and subject to the effect of general equitable principlesprinciples of equity (regardless of whether considered in a proceeding at law or in equity).

Organization, Authority and Qualification. (a) The Company Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority to ownenter into this Agreement, 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. The Company 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 makes such licensing or qualification necessary or desirable, except to the extent that the failure to be so licensed, qualified or in good standing would not (i) adversely affect the ability of the Seller to carry out its obligations under, hereunder and to consummate the transactions contemplated byhereby. Xxxxxx LLC is a limited liability company duly organized, this Agreement validly existing and in good standing under the Ancillary Agreements or (ii) otherwise have a Material Adverse Effect. True and correct copies Laws of the certificate State of incorporation Delaware and bylaws has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Xxxxxx Holding B.V. is a limited liability company (besloten vennootschap) duly organized and validly existing under the Laws of the Company have been made available by Netherlands and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the Seller to the Purchasertransactions contemplated hereby. The execution and delivery by the Seller and the Xxxxxx Holdcos of this Agreement and the Ancillary Agreements by the CompanyAgreement, the performance by the Company Seller and the Xxxxxx Holdcos of its their respective obligations hereunder and thereunder and the consummation by the Company Seller and the Xxxxxx Holdcos of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the CompanySeller and the Xxxxxx Holdcos. This Agreement has been, and upon their execution the Ancillary Agreements shall have been, been duly executed and delivered by the CompanySeller and the Xxxxxx Holdcos, and (assuming due authorization, execution and delivery by the Purchaser, Merger Sub and the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements shall constitute, constitutes a legal, valid and binding obligations obligation of the CompanySeller and the Xxxxxx Holdcos, enforceable against the Company Seller and the Xxxxxx Holdcos in accordance with their respective termsits terms subject to the effects of bankruptcy, except where enforcement thereof may be limited by bankruptcyinsolvency, fraudulent conveyance, reorganization, insolvency and moratorium or other similar laws Laws relating to or affecting creditors’ rights generally, generally and subject to general equitable principlesprinciples (whether considered in a proceeding in equity or at law).

Organization, Authority and Qualification. (a) The Company Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authority to ownenter into this Agreement, 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. The Company 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 makes such licensing or qualification necessary or desirable, except to the extent that the failure to be so licensed, qualified or in good standing would not (i) adversely affect the ability of the Seller to carry out its obligations under, hereunder and to consummate the transactions contemplated byhereby. Xxxxxx LLC is a limited liability company duly organized, this Agreement validly existing and in good standing under the Ancillary Agreements or (ii) otherwise have a Material Adverse Effect. True and correct copies Laws of the certificate State of incorporation Delaware and bylaws has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Xxxxxx Holding B.V. is a limited liability company (besloten vennootschap) duly organized and validly existing under the Laws of the Company have been made available by Netherlands and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the Seller to the Purchasertransactions contemplated hereby. The execution and delivery by the Seller and the Xxxxxx Holdcos of this Agreement and the Ancillary Agreements by the CompanyAgreement, the performance by the Company Seller and the Xxxxxx Holdcos of its their respective obligations hereunder and thereunder and the consummation by the Company Seller and the Xxxxxx Holdcos of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the CompanySeller and the Xxxxxx Holdcos. This Agreement has been, and upon their execution the Ancillary Agreements shall have been, been duly executed and delivered by the CompanySeller and the Xxxxxx Holdcos, and (assuming due authorization, execution and delivery by the Purchaser, Merger Sub and the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements shall constitute, constitutes a legal, valid and binding obligations obligation of the CompanySeller EXECUTION COPY and the Xxxxxx Holdcos, enforceable against the Company Seller and the Xxxxxx Holdcos in accordance with their respective termsits terms subject to the effects of bankruptcy, except where enforcement thereof may be limited by bankruptcyinsolvency, fraudulent conveyance, reorganization, insolvency and moratorium or other similar laws Laws relating to or affecting creditors’ rights generally, generally and subject to general equitable principlesprinciples (whether considered in a proceeding in equity or at law).

Organization, Authority and Qualification. (a) The Company Parent is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation Delaware and has all necessary corporate power and authority to ownenter into this Agreement and the Ancillary Agreements to which it is a party, 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. The Company 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 makes such licensing or qualification necessary or desirable, except to the extent that the failure to be so licensed, qualified or in good standing would not (i) adversely affect the ability of the Seller to carry out its obligations under, hereunder and thereunder and to consummate the transactions contemplated byhereby and thereby. NYSE Regulation is an indirectly wholly-owned subsidiary of Parent and a not-for-profit corporation duly incorporated, validly existing and in good standing under the laws of New York and has all necessary power and authority to enter into this Agreement and the Ancillary Agreements or (ii) otherwise have to which it is a Material Adverse Effectparty, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. True All corporate acts and correct copies proceedings, including the approval by the respective board of directors of the certificate of incorporation applicable NYSE Companies, required to be taken to authorize the execution, delivery and bylaws of the Company have been made available performance by the Seller to the Purchaser. The execution and delivery applicable NYSE Companies of this Agreement and the Ancillary Agreements by the Company, the performance by the Company of its obligations hereunder and thereunder to which they are a party and the consummation by the Company such NYSE Companies of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Companyand properly taken. This Agreement has been, and upon their execution the Ancillary Agreements shall have been, duly executed and delivered by the CompanyNYSE Companies that are parties thereto, and (assuming due authorization, execution and delivery by the Purchaser, Merger Sub and the SellerNASD) this Agreement constitutes, and upon their execution by the NYSE Companies that are parties thereto the Ancillary Agreements shall constitute, legal, valid and binding obligations of the CompanyNYSE Companies that are parties thereto, enforceable against the Company NYSE Companies that are parties thereto in accordance with their respective terms, except where enforcement thereof as such enforceability may be limited by bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, insolvency and moratorium or similar laws affecting creditors’ rights generally, generally and subject to the effect of general equitable principlesprinciples of equity (regardless of whether considered in a proceeding at law or in equity).