Common use of Organization; Authority; Enforceability Clause in Contracts

Organization; Authority; Enforceability. SPAC is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. SPAC is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not have a SPAC Material Adverse Effect. Subject to receipt of the Required Vote, SPAC has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which SPAC is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite SPAC Board action on the part of SPAC. No other proceedings on the part of SPAC (including any action by SPAC Board or SPAC Shareholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which SPAC is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by SPAC at Closing will be, duly executed and delivered by SPAC and constitute valid and binding agreement of SPAC, enforceable against SPAC in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. SPAC is not the subject of any bankruptcy, dissolution, liquidation, winding-up, reorganization or similar proceeding.

Organization; Authority; Enforceability. SPAC The Buyer is an exempted company a corporation duly incorporated, validly existing and in good standing under the Laws of the Cayman IslandsState of Delaware. SPAC The Buyer is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not have a SPAC Buyer Material Adverse Effect. Subject to receipt of the Required Vote, SPAC The Buyer has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which SPAC the Buyer is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite SPAC Buyer Board action on the part of SPACthe Buyer (the “Buyer Board Recommendation”). No other proceedings on the part of SPAC the Buyer (including any action by SPAC the Buyer Board or SPAC Shareholdersthe Buyer Stockholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which SPAC the Buyer is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by SPAC the Buyer at Closing will be, duly executed and delivered by SPAC Buyer and constitute valid and binding agreement of SPACthe Buyer, enforceable against SPAC the Buyer in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. SPAC The Buyer is not the subject of any bankruptcy, dissolution, liquidation, winding-up, reorganization or similar proceeding.

Organization; Authority; Enforceability. SPAC The Parent and each Target Company is an exempted company (a) duly incorporatedincorporated or formed, validly existing existing, and in good standing (or the equivalent), if applicable, under the Laws of its jurisdiction of incorporation or formation (or, if continued in another jurisdiction, under the Cayman Islands. SPAC is Laws of its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing as a foreign entity (or the equivalent), if applicable, in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent) would not have a SPAC Material Adverse Effect. Subject reasonably be expected to receipt of the Required Vote, SPAC be material to any Target Company and (c) has the requisite power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Parent and each Target Company has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is they are a party and to consummate the transactions contemplated hereby and thereby and has taken all corporate or other legal entity action necessary in order to execute, deliver and except with respect to any Target Company the obtaining of the Parent shareholder approval, perform its respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery Parent and performance of each Target Company has duly approved this Agreement, Agreement and the Ancillary Agreements to which SPAC is they are a party and to consummate the transactions contemplated hereby and thereby have been and each has duly approved and authorized by all requisite SPAC Board action on the part of SPAC. No other proceedings on the part of SPAC (including any action by SPAC Board or SPAC Shareholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or and performance of this Agreement and the Ancillary Agreements by the Parent and such Target Company and to which SPAC is a party and the consummation of consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by SPAC at Closing will be, been duly executed and delivered by SPAC the Parent and constitute each Target Company and constitutes the valid and binding agreement of SPACthe Parent each Target Company, enforceable against SPAC such Party in accordance with their respective its terms, except as such may be limited by bankruptcy, insolvency, winding-up, reorganization or other Laws affecting creditors’ rights generally and generally, by general equitable principlesprinciples and mandatory applicable Laws. SPAC is not Correct and complete copies of the subject Governing Documents of any bankruptcyeach Target Company, dissolutionas in effect on the date hereof, liquidation, winding-up, reorganization or similar proceedinghave been made available to SPAC.

Organization; Authority; Enforceability. SPAC Seller is an exempted company (a) duly incorporatedformed, validly existing existing, and in good standing (or the equivalent) under the Laws of the Cayman Islands. SPAC is its jurisdiction of formation and (b) qualified to do business and is in good standing as a foreign entity (or the equivalent) in each its jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessaryformation, except where the failure to be so qualified and to be in good standing (or the equivalent) would not not, individually or in the aggregate, reasonably be expected to have a SPAC Material Adverse Effect. Subject to receipt of the Required Vote, SPAC The Seller has the requisite organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, board of directors of the Seller has duly approved this Agreement and has duly authorized the execution and delivery and performance of this Agreement, the Ancillary Agreements to which SPAC is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite SPAC Board action on the part of SPAC. No other organizational proceedings on the part of SPAC (including any action by SPAC Board or SPAC Shareholders), except for the receipt of the Required Vote, Seller are necessary to approve and authorize the execution, delivery or delivery, and performance of this Agreement and or the Ancillary Agreements to which SPAC is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to which the Seller is a party have been or will be executed upon execution and delivery in the case of any of the Ancillary Agreements to be delivered by SPAC at Closing will beor prior to the Closing, duly executed and delivered by SPAC the Seller and constitute constitutes the valid and binding agreement of SPACthe Seller, enforceable against SPAC the Seller in accordance with their respective its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. SPAC is not the subject of any bankruptcyprinciples (collectively, dissolution, liquidation, winding-up, reorganization or similar proceeding“Enforcement Exceptions”).

Organization; Authority; Enforceability. SPAC The Buyer is an exempted company a corporation duly incorporated, validly existing and in good standing under the Laws of the Cayman IslandsState of Delaware. SPAC The Buyer is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not have a SPAC Buyer Material Adverse Effect. Subject to receipt of the Required Vote, SPAC The Buyer has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which SPAC the Buyer is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite SPAC Buyer Board action on the part of SPACthe Buyer (the “Buyer Board Recommendation”). No other proceedings on the part of SPAC the Buyer (including any action by SPAC the Buyer Board or SPAC Shareholdersthe Buyer Stockholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which SPAC the Buyer is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by SPAC the Buyer at Closing will be, duly executed and delivered by SPAC Buyer and constitute valid and binding agreement of SPACthe Buyer, enforceable against SPAC the Buyer in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principlesthe Enforceability Exceptions. SPAC The Buyer is not the subject of any bankruptcy, dissolution, liquidation, winding-up, reorganization or similar proceeding.

Organization; Authority; Enforceability. SPAC is an exempted company a corporation duly incorporated, validly existing and at the time of Closing will be in good standing under the Laws of the Cayman Islandsstate of Delaware. SPAC is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not have a SPAC Material Adverse Effect. Subject to receipt of the Required SPAC Vote, SPAC has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which SPAC is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite SPAC Board action on the part of SPAC. No other proceedings on the part of SPAC (including any action by SPAC Board or SPAC ShareholdersStockholders), except for the receipt of the Required SPAC Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which SPAC is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by SPAC at Closing will be, duly executed and delivered by SPAC and constitute valid and binding agreement of SPAC, enforceable against SPAC in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. SPAC is not the subject of any bankruptcy, dissolution, liquidation, winding-up, reorganization or similar proceedingEnforceability Exceptions.

Organization; Authority; Enforceability. SPAC SEAC is an exempted company a corporation duly incorporated, validly existing and in good standing under the Laws of the Cayman IslandsState of Delaware. SPAC SEAC is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not have a SPAC SEAC Material Adverse Effect. Subject to receipt of the Required Vote, SPAC SEAC has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which SPAC SEAC is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite SPAC SEAC Board action on the part of SPACaction. No other proceedings on the part of SPAC SEAC (including any action by SPAC SEAC Board or SPAC ShareholdersSEAC Stockholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which SPAC SEAC is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by SPAC at Closing will be, been duly executed and delivered by SPAC SEAC and, assuming the due authorization, execution and constitute delivery by the other Parties hereto, constitutes a valid and binding agreement of SPACSEAC, enforceable against SPAC SEAC in accordance with their respective its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. SPAC SEAC is not the subject of any bankruptcy, dissolution, liquidation, winding-up, reorganization or similar proceeding.