Common use of Organization; Authority; Enforceability Clause in Contracts

Organization; Authority; Enforceability. (a) Each of Parent and Parent Merger Subs is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each of Parent’s Subsidiaries is a corporation, limited liability company or other business entity, as the case may be, and each of Parent and its Subsidiaries is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing (or the equivalent thereof, if applicable) has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Each of Parent and its Subsidiaries has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Each of Parent and its Subsidiaries is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) True and complete copies of the Organizational Documents of Parent have been made available to the Company, in each case, as amended and in effect as of the date of this Agreement. The Organizational Documents of Parent are in full force and effect, and Parent is not in violation of any of its Organizational Documents, except as would not reasonably be expected to be material to the Parent and the Parent’s Subsidiaries, taken as a whole. None of Parent’s Subsidiaries is in violation of any of its Organizational Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. None of Parent or its Subsidiaries is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the ordinary course of business) or similar Proceeding. (e) Each of Parent and Parent Merger Subs has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Transactions, to the Parent Stockholder Approval. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been duly executed and delivered by Parent and constitutes a valid, legal and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. (f) Either (i) the approval of the Parent Share Issuance by a majority of the issued and outstanding shares of Parent Common Stock present in person or by proxy at the Parent Stockholder Meeting and entitled to vote on the proposal to approve the Parent Share Issuance or (ii) the written consent by a majority of the issued and outstanding shares of Parent Common Stock to the Parent Share Issuance (either, the “Parent Stockholder Approval”) would separately be the only approval of the holders of any class or series of Parent’s capital stock that is necessary under applicable Law and Parent’s Organizational Documents to adopt, approve or authorize this Agreement, for Parent to engage in the transactions contemplated by this Agreement and for Parent to consummate the Transactions. The Parent Board of Directors (at a meeting duly called and held) on or prior to the date of this Agreement has unanimously (A) approved the terms of this Agreement and the Transactions, (B) determined that it is advisable to enter into this Agreement, (C) approved the execution and delivery by Parent of this Agreement, the performance by Parent of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein, including the Parent Share Issuance, and (D) resolved to take all actions necessary to seek and obtain the Parent Stockholder Approval (x) by an irrevocable written consent of the Parent Significant Stockholders or (y) in the event the Stockholder Written Consent is not obtained and delivered in accordance with Section 5.8(a), and the Company does not terminate this Agreement in accordance with Section 7.1(j), pursuant to and in accordance with Section 5.8(e).

Organization; Authority; Enforceability. (a) Each of Parent the Company, HoldCo and Parent Merger Subs Sub 1 is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each of Parentthe Company’s Subsidiaries is a corporation, limited liability company or other business entity, as the case may be, and each of Parent the Company and its Subsidiaries is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing (or the equivalent thereof, if applicable) has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (b) Each of Parent the Company and its Subsidiaries has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) Each of Parent the Company and its Subsidiaries is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (d) True and complete copies of the Organizational Documents of Parent the Company have been made available to the CompanyParent, in each case, as amended and in effect as of the date of this Agreement. The Organizational Documents of Parent the Company are in full force and effect, and Parent the Company is not in violation of any of its Organizational Documents, except as would not reasonably be expected to be material to the Parent Company and the ParentCompany’s Subsidiaries, taken as a whole. None of Parentthe Company’s Subsidiaries is in violation of any of its Organizational Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. None of Parent the Company or its Subsidiaries is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the ordinary course of business) or similar Proceeding. (e) Each of Parent the Company, HoldCo and Parent Merger Subs Sub 1 has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Transactions, to the Parent Company Stockholder Approval. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been duly executed and delivered by Parent the Company, HoldCo and Merger Sub 1 and constitutes a valid, legal and binding agreement of Parentthe Company, HoldCo and Merger Sub 1, enforceable against Parent the Company, HoldCo and Merger Sub 1 in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. (f) Either (i) the approval The affirmative vote of the Parent Share Issuance by holders of a majority of the issued and outstanding shares of Parent Company Common Stock present in person or by proxy at the Parent Stockholder Meeting and entitled to vote on the proposal to approve the Parent Share Issuance or (ii) the written consent by a majority favor of the issued and outstanding shares adoption of Parent Common Stock to the Parent Share Issuance this Agreement (either, the “Parent Company Stockholder Approval”) would separately be is the only approval vote of the holders of any class or series of Parent’s Company capital stock that is necessary under applicable Law and Parent’s the Organizational Documents of the Company to adopt, approve or authorize this Agreement, for Parent the Company to engage in the transactions contemplated by this Agreement and for Parent the Company to consummate the Transactions. The Parent Company Board of Directors (at a meeting duly called and held) on or prior to the date of this Agreement has unanimously (Ai) approved the terms of this Agreement and the Transactions, (Bii) determined that it is advisable to enter into this Agreement, (Ciii) approved the execution and delivery by Parent the Company of this Agreement, the performance by Parent the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein, including the Parent Share Issuance, and (Div) resolved to take all actions necessary submit this Agreement to seek and obtain the Parent Stockholder Approval (x) by an irrevocable written consent stockholders of the Parent Significant Stockholders or (y) in Company and to recommend the event the Stockholder Written Consent is not obtained and delivered in accordance with Section 5.8(a), and the Company does not terminate adoption of this Agreement in accordance with Section 7.1(j), pursuant to and in accordance with Section 5.8(e)by the stockholders of the Company.

Organization; Authority; Enforceability. (a) Each of Parent the Sellers, the Company and Parent Merger Subs each Subsidiary of the Company has been duly organized or incorporated and is validly existing, in each case, under the laws of the jurisdiction in which it is organized or incorporated. (b) Each of the Sellers, the Company and each Subsidiary of the Company is duly incorporated, validly existing qualified or otherwise authorized to act as a legal entity and is in good standing or with similar status under the Laws laws of the State of Delaware. Each of Parent’s Subsidiaries every other jurisdiction in which such qualification or authorization is a corporation, limited liability company or other business entity, as the case may be, and each of Parent and its Subsidiaries is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) necessary under the Laws of its respective jurisdiction of formation or organization (as applicable)applicable Law, except where the failure to be so qualified, authorized or in good standing (or the equivalent thereof, if applicable) has not had and would not reasonably be expected material to havethe Company and its Subsidiaries, individually or in the aggregate, taken as a Parent Material Adverse Effectwhole. (bc) Each of Parent the Sellers, the Company and its Subsidiaries each Subsidiary of the Company has all the requisite corporate, limited liability company corporate or other applicable similar power and authority to own, lease and operate its properties and other assets and properties and to carry on its businesses as presently now conducted, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Each of Parent and its Subsidiaries is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The execution, delivery and performance of each of the Transaction Documents by the Sellers has been duly authorized and approved by all necessary corporate action on the part of each of the Sellers. Each of the Sellers has all requisite power and authority to enter into each Transaction Document and to perform the obligations, and consummate the transactions, contemplated therein. This Agreement has been and, as of the Closing, each other Transaction Document will be, duly and validly executed and delivered by each of the Sellers and constitutes or with respect to the other Transaction Documents, as of the Closing, will constitute a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws relating to or affecting creditors’ rights and subject to general principles of equity, including the principles applicable to fiduciaries, regardless of whether such enforceability is considered in a Proceeding in equity or at law (the “Bankruptcy and Equity Exceptions”). (e) True and complete copies of the Organizational Documents minute books, stock books and stock transfer records of Parent the Company and its Subsidiaries have been made available to the CompanyBuyers, which, in each caseall material respects, as amended contain true and in effect as complete minutes and records of all meetings, proceedings and other actions of the date shareholders and board of this Agreement. The Organizational Documents of Parent are in full force and effect, and Parent is not in violation of any of its Organizational Documents, except as would not reasonably be expected to be material to the Parent and the Parent’s Subsidiaries, taken as a whole. None of Parent’s Subsidiaries is in violation of any of its Organizational Documents, except as has not had and would not reasonably be expected to have, individually directors (or in the aggregate, a Parent Material Adverse Effect. None of Parent or its Subsidiaries is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the ordinary course of businesscomparable bodies) or similar Proceeding. (e) Each of Parent and Parent Merger Subs has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Transactions, to the Parent Stockholder Approval. The execution Company and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been duly executed and delivered by Parent and constitutes a valid, legal and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principlesSubsidiaries. (f) Either (i) the approval of the Parent Share Issuance by a majority of the issued and outstanding shares of Parent Common Stock present in person or by proxy at the Parent Stockholder Meeting and entitled to vote on the proposal to approve the Parent Share Issuance or (ii) the written consent by a majority of the issued and outstanding shares of Parent Common Stock to the Parent Share Issuance (either, the “Parent Stockholder Approval”) would separately be the only approval of the holders of any class or series of Parent’s capital stock that is necessary under applicable Law and Parent’s Organizational Documents to adopt, approve or authorize this Agreement, for Parent to engage in the transactions contemplated by this Agreement and for Parent to consummate the Transactions. The Parent Board of Directors (at a meeting duly called and held) on or prior to the date of this Agreement has unanimously (A) approved the terms of this Agreement and the Transactions, (B) determined that it is advisable to enter into this Agreement, (C) approved the execution and delivery by Parent of this Agreement, the performance by Parent of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein, including the Parent Share Issuance, and (D) resolved to take all actions necessary to seek and obtain the Parent Stockholder Approval (x) by an irrevocable written consent of the Parent Significant Stockholders or (y) in the event the Stockholder Written Consent is not obtained and delivered in accordance with Section 5.8(a), and the Company does not terminate this Agreement in accordance with Section 7.1(j), pursuant to and in accordance with Section 5.8(e).

Organization; Authority; Enforceability. (a) Each of Parent and Parent Merger Subs The Company is duly incorporated, validly existing and in good standing a limited liability company formed under the Laws of the State of Delaware. Each of Parent’s Subsidiaries other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each of Parent and its Subsidiaries Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing (or the equivalent thereof, if applicable) has not had and would not reasonably be expected to havenot, individually or in the aggregate, be material to the Group Companies, taken as a Parent Material Adverse Effectwhole. (b) Each of Parent and its Subsidiaries Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted, except as has not had and would not reasonably be expected to have, individually or conducted in the aggregate, a Parent Material Adverse Effectall material respects. (c) Each of Parent and its Subsidiaries Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified has not had and would not reasonably be expected to havenot, individually or in the aggregate, be material to the Group Companies, taken as a Parent Material Adverse Effectwhole. (d) True and complete copies of the Organizational Documents of Parent have been made available to the Company, in each case, as amended and in effect as of the date of this Agreement. The Organizational Documents of Parent are in full force and effect, and Parent is not in violation of any of its Organizational Documents, except as would not reasonably be expected to be material to the Parent and the Parent’s Subsidiaries, taken as a whole. None of Parent’s Subsidiaries No Group Company is in violation of any of its Organizational Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. None of Parent or its Subsidiaries the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the ordinary course Ordinary Course of businessBusiness) or similar Proceedingproceeding. (e) Each of Parent and Parent Merger Subs Other than as set forth on Schedule 3.1(e), the Company has the requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and, subject to receiving the Company Written Consent, to perform its obligations hereunderhereunder and thereunder, and to consummate the transactions contemplated herebyhereby and thereby. Other than as set forth on Schedule 3.1(e), subject in the case of the consummation of the Transactions, to the Parent Stockholder Approval. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by Parent such Group Company and constitutes a validare Enforceable against each applicable Group Company, legal and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principlesassuming the approvals set forth on Schedule 3.1(e) are obtained. (f) Either (i) the approval of the Parent Share Issuance by a majority of the issued and outstanding shares of Parent Common Stock present in person or by proxy at the Parent Stockholder Meeting and entitled to vote on the proposal to approve the Parent Share Issuance or (ii) the written consent by a majority of the issued and outstanding shares of Parent Common Stock to the Parent Share Issuance (either, the “Parent Stockholder Approval”) would separately be the only approval of the holders of any class or series of Parent’s capital stock that is necessary under applicable Law and Parent’s Organizational Documents to adopt, approve or authorize this Agreement, for Parent to engage in the transactions contemplated by this Agreement and for Parent to consummate the Transactions. The Parent Board of Directors (at a meeting duly called and held) on or prior to the date of this Agreement has unanimously (A) approved the terms of this Agreement and the Transactions, (B) determined that it is advisable to enter into this Agreement, (C) approved the execution and delivery by Parent of this Agreement, the performance by Parent of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein, including the Parent Share Issuance, and (D) resolved to take all actions necessary to seek and obtain the Parent Stockholder Approval (x) by an irrevocable written consent of the Parent Significant Stockholders or (y) in the event the Stockholder Written Consent is not obtained and delivered in accordance with Section 5.8(a), and the Company does not terminate this Agreement in accordance with Section 7.1(j), pursuant to and in accordance with Section 5.8(e).

Organization; Authority; Enforceability. (a) Each of Parent and Parent Merger Subs The Company is duly incorporated, validly existing and in good standing a limited liability company formed under the Laws of the State of Delaware. Each of Parent’s Subsidiaries other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each of Parent and its Subsidiaries Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing (or the equivalent thereof, if applicable) has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (b) Each of Parent and its Subsidiaries Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted, except as has not had and would not reasonably be expected to have, individually or conducted in the aggregate, a Parent Material Adverse Effectall material respects. (c) Each of Parent and its Subsidiaries Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or locations of its assets and/or or properties makes such qualification necessary, except where the failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) True and complete copies of the Organizational Documents of Parent have been made available to the Company, in each case, as amended and in effect as of the date of this Agreement. The Organizational Documents of Parent are in full force and effect, and Parent is not in violation of any of its Organizational Documents, except as would not reasonably be expected to be material to the Parent and the Parent’s SubsidiariesGroup Companies, taken as a whole. None of Parent’s Subsidiaries . (d) The Company is not in violation of any of its Organizational Governing Documents and no other Group Company is in material violation of any of its Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. None of Parent or its Subsidiaries the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the ordinary course of business) or similar Proceedingproceeding. (e) Each of Parent and Parent Merger Subs Group Company has the requisite corporate corporate, limited liability company or other business entity power and authority authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunderhereunder and thereunder, and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Transactions, to the Parent Stockholder Approval. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been (and each of the Ancillary Agreements to which each Group Company will be a party will be) duly executed and delivered by Parent such Group Company and, assuming the due authorization, execution and delivery of this Agreement and such other Ancillary Agreements by the counterparties thereto, constitutes a valid, legal and binding agreement of Parenteach Group Company, enforceable against Parent such Group Company in accordance with its 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. (f) Either (i) the approval of the Parent Share Issuance by a majority of the issued and outstanding shares of Parent Common Stock present in person or by proxy at the Parent Stockholder Meeting and entitled to vote on the proposal to approve the Parent Share Issuance or (ii) the written consent by a majority of the issued and outstanding shares of Parent Common Stock to the Parent Share Issuance (either, the “Parent Stockholder Approval”) would separately be the only approval of the holders of any class or series of Parent’s capital stock that is necessary under applicable Law and Parent’s Organizational Documents to adopt, approve or authorize this Agreement, for Parent to engage in the transactions contemplated by this Agreement and for Parent to consummate the Transactions. The Parent Board of Directors (at a meeting duly called and held) on or prior to the date of this Agreement has unanimously (A) approved the terms of this Agreement and the Transactions, (B) determined that it is advisable to enter into this Agreement, (C) approved the execution and delivery by Parent of this Agreement, the performance by Parent of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein, including the Parent Share Issuance, and (D) resolved to take all actions necessary to seek and obtain the Parent Stockholder Approval (x) by an irrevocable written consent of the Parent Significant Stockholders or (y) in the event the Stockholder Written Consent is not obtained and delivered in accordance with Section 5.8(a), and the Company does not terminate this Agreement in accordance with Section 7.1(j), pursuant to and in accordance with Section 5.8(e).

Organization; Authority; Enforceability. (a) Each of Parent The Company is a corporation duly organized and Parent Merger Subs is duly incorporated, validly existing and in good standing under the Laws laws of the State of DelawareNew York, each Subsidiary is duly organized and existing in good standing under the laws of the jurisdiction in which it is incorporated, and the Company has and each Subsidiary has the corporate power to own its respective property and to carry on its respective business as now being conducted, and in the case of the Company, to enter into and perform all of its obligations under this Agreement and the Notes and to issue and sell the Notes. Each of Parent’s Subsidiaries is a corporation, limited liability company or other business entity, as the case may be, and each of Parent Company and its Subsidiaries is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing (or the equivalent thereof, if applicable) has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Each of Parent and its Subsidiaries has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Each of Parent and its Subsidiaries is duly qualified, licensed or registered qualified to do business under the Laws of as a foreign corporation in each jurisdiction in which the conduct of its business or locations of its assets and/or properties makes such qualification necessary, except state where the failure to be so licensed or qualified has not had and would not reasonably be expected to have, individually have a material adverse effect on the financial condition or in the aggregate, a Parent Material Adverse Effect. (d) True and complete copies operations of the Organizational Documents of Parent Company and its Subsidiaries taken as a whole and has all corporate power, material licenses, franchises and other governmental authorizations and approvals necessary to carry on its present business, with respect to which the failure to so possess would have been made available to a material adverse effect on the Companybusiness, in each case, as amended and in effect as condition (financial or otherwise) or operations of the date of this Agreement. The Organizational Documents of Parent are in full force Company and effect, and Parent is not in violation of any of its Organizational Documents, except as would not reasonably be expected to be material to the Parent and the Parent’s Subsidiaries, Subsidiaries taken as a whole. None Schedule 8A contains complete and correct lists of Parent’s Subsidiaries is in violation of any of its Organizational Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. None of Parent or its Subsidiaries is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the ordinary course of business) or similar Proceeding. (e) Each of Parent and Parent Merger Subs has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Transactions, to the Parent Stockholder Approval. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been duly executed and delivered by Parent and constitutes a valid, legal and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. (f) Either (i) each jurisdiction in which the approval of the Parent Share Issuance by Company is licensed or qualified to do business as a majority of the issued foreign corporation and outstanding shares of Parent Common Stock present in person or by proxy at the Parent Stockholder Meeting and entitled to vote on the proposal to approve the Parent Share Issuance or (ii) the written consent by a majority Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of the issued and outstanding shares of Parent Common Stock to the Parent Share Issuance (eitherorganization, the “Parent Stockholder Approval”) would separately be the only approval of the holders of any class or series of Parent’s capital stock that is necessary under applicable Law and Parent’s Organizational Documents to adopt, approve or authorize this Agreement, for Parent to engage each jurisdiction in the transactions contemplated by this Agreement and for Parent to consummate the Transactions. The Parent Board of Directors (at a meeting duly called and held) on or prior to the date of this Agreement has unanimously (A) approved the terms of this Agreement and the Transactions, (B) determined that which it is advisable licensed or qualified to enter into this Agreement, (C) approved the execution and delivery by Parent of this Agreement, the performance by Parent of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein, including the Parent Share Issuance, and (D) resolved to take all actions necessary to seek and obtain the Parent Stockholder Approval (x) by an irrevocable written consent of the Parent Significant Stockholders or (y) in the event the Stockholder Written Consent is not obtained and delivered in accordance with Section 5.8(a)do business as a foreign corporation, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company does not terminate this and each other Subsidiary. This Agreement in accordance with Section 7.1(j)is, pursuant to and in accordance with Section 5.8(e)the Notes when issued and delivered hereunder will be, legal, valid, binding and enforceable obligations of the Company.

Organization; Authority; Enforceability. (a) Each of Parent and Parent Merger Subs The Company is duly incorporated, validly existing and in good standing a limited liability company formed under the Laws of the State of Delaware. Each of Parent’s Subsidiaries other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each of Parent and its Subsidiaries Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing (or the equivalent thereof, if applicable) has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (b) Each of Parent and its Subsidiaries Except as set forth on Schedule 4.1(b), each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses business as presently conducted, except as has not had and would not reasonably be expected to have, individually or conducted in the aggregate, a Parent Material Adverse Effectall material respects. (c) Each of Parent and its Subsidiaries Except as set forth on Schedule 4.1(c), each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or locations of its assets and/or or properties makes such qualification necessary, except where the failure to be so qualified has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (d) True and complete copies of the Organizational Documents of Parent have been made available to the Company, No Group Company is in each case, as amended and in effect as of the date of this Agreement. The Organizational Documents of Parent are in full force and effect, and Parent is not in material violation of any of its Organizational Governing Documents, except as would not reasonably be expected to be material to the Parent and the Parent’s Subsidiaries, taken as a whole. None of Parent’s Subsidiaries is in violation of any of its Organizational Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. None of Parent or its Subsidiaries No Group Company is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the ordinary course Ordinary Course of businessBusiness) or similar Proceedingproceeding. (e) Each of Parent and Parent Merger Subs The Company has the requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Group Company has the requisite limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunderhereunder and thereunder, and to consummate the transactions contemplated herebyhereby and thereby, subject in the case of the consummation of the TransactionsCompany Merger, to receiving the Parent Stockholder ApprovalCompany Written Consent. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been (and each of the Ancillary Agreements to which each Group Company will be a party will be) duly executed and delivered by Parent such Group Company and constitutes a valid, legal and binding agreement of Parenteach Group Company, enforceable against Parent such Group Company in accordance with its their terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. (f) Either (i) the approval of the Parent Share Issuance by a majority of the issued and outstanding shares of Parent Common Stock present in person or by proxy at the Parent Stockholder Meeting and entitled to vote on the proposal to approve the Parent Share Issuance or (ii) the written consent by a majority of the issued and outstanding shares of Parent Common Stock to the Parent Share Issuance (either, the “Parent Stockholder Approval”) would separately be the only approval of the holders of any class or series of Parent’s capital stock that is necessary under applicable Law and Parent’s Organizational Documents to adopt, approve or authorize this Agreement, for Parent to engage in the transactions contemplated by this Agreement and for Parent to consummate the Transactions. The Parent Board of Directors (at a meeting duly called and held) on or prior to the date of this Agreement has unanimously (A) approved the terms of this Agreement and the Transactions, (B) determined that it is advisable to enter into this Agreement, (C) approved the execution and delivery by Parent of this Agreement, the performance by Parent of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein, including the Parent Share Issuance, and (D) resolved to take all actions necessary to seek and obtain the Parent Stockholder Approval (x) by an irrevocable written consent of the Parent Significant Stockholders or (y) in the event the Stockholder Written Consent is not obtained and delivered in accordance with Section 5.8(a), and the Company does not terminate this Agreement in accordance with Section 7.1(j), pursuant to and in accordance with Section 5.8(e).