Common use of Organization; Authorization and Validity of Agreement Clause in Contracts

Organization; Authorization and Validity of Agreement. Group Holdings is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Group Holdings has all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the performance of Group Holdings’ obligations hereunder have been duly authorized by all necessary action, and no other proceedings on the part of Group Holdings is necessary to authorize such execution, delivery and performance. This Agreement has been duly executed by Group Holdings and, assuming due execution by Group, constitutes legal, valid and binding obligations of Group Holdings, enforceable against Group Holdings in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors’ rights generally and except for the limitations imposed by general principles of equity. Each document and instrument of transfer contemplated by this Agreement (including pursuant to Section 5.01 hereof) is valid and legally binding upon Group Holdings in accordance with its terms.