Organization and Operation. Provider, as a continuing condition of Manager’s obligations under this Agreement, shall at all times during the Term be and remain legally organized and operated to provide Professional Services in a manner consistent with all applicable state and federal laws. Provider shall operate and maintain within Utah a full time practice of performing Professional Services and shall maintain and enforce each of its employment agreements, independent contractor or leasing agreements with any Provider Professionals or with any staffing or leasing company providing the services of such Provider Professionals to Provider. Provider shall not terminate the employment agreements, independent contractor arrangements, or leasing agreements of any Provider Professional nor amend or modify the employment agreements, independent contractor arrangements or leasing agreements with any

Operation. Tenant acknowledges that, in the absence of adequate preventive measures, the Cafeteria could create objectionable fumes, vapors or odors, pests, unreasonable noise and other conditions that would cause annoyance to and disruption of the other tenants and occupants of the Project. Accordingly, as a material inducement to Landlord to enter into this Lease, Tenant agrees as follows:

Party B is responsible for the operation of the Target Company. Party A is responsible for the finance of the Target Company. In addition to the seal registered with the Ministry of Economic Affairs, another seal shall be created for banking needs and shall be kept in Party A’s custody.

Organization. ​ shall not # cause or permit any change to be made in its name, organizational identification number, identity or corporate structure, each as described in [[Section 10(h) or (ii)])]])] change its jurisdiction of organization, unless it shall have provided ​ thirty (30) days’ prior written notice of such change and shall have first taken all action required by ​ for the purpose of perfecting or protecting the lien and security interest of ​ established hereunder.

Organization. ​ has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties and to transact the businesses in which it is now engaged. If ​ is not organized in the State in which the Land is located, ​ is duly qualified to do business in such jurisdiction, and in each other jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations. The ownership interests of ​ as of the Closing Date are as set forth on the Organizational Chart attached hereto as [Schedule III], and the direct and indirect ownership interests in ​ or the Property do not include any Prohibited Entity/Ownership Structure.

Organization. Parent is an exempted limited liability company duly organized, validly existing and in good standing under the Laws of Bermuda has all requisite power and authority necessary to carry on its business as it is now being conducted and to own, lease and operate its assets and properties in all material respects.

The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has all requisite power and authority (corporate and other) to own its properties, to carry on its business as now being conducted, to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby.

Organization. The Company and any subsidiary that is a significant subsidiary (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (each, a “Subsidiary,” collectively, the “Subsidiaries”), are, and will be, duly organized, validly existing as a corporation and in good standing under the laws of their respective jurisdictions of organization. The Company and the Subsidiaries are duly licensed or qualified as a foreign corporation for transaction of business and in good standing under the laws of each other jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such license or qualification, and have all corporate power and authority necessary to own or hold their respective properties and to conduct their respective businesses as described in the Registration Statement and the Prospectus, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby (a “Material Adverse Effect”).

Organization. Emmis is duly organized, validly existing and in good standing under the laws of Indiana, and Emmis has the requisite power and authority to execute, deliver and perform this Agreement.

Organization. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority and possesses all necessary governmental approvals necessary to own, lease and operate its properties, to carry on its business as now being conducted, to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby. Company is duly qualified to do business and is in good standing in all jurisdictions in which its ownership of property or the character of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have an Adverse Effect. Certified copies of the Certificate of Incorporation of Company, as amended to date, each as currently in effect, have been made available to the Buyer, are complete and correct, and no amendments have been made thereto or have been authorized since the date thereof. Company is not in violation of any of the provisions of its Certificate of Incorporation or Bylaws.