Common use of Incorporation and Good Standing of the Company and its Subsidiaries; MAE Clause in Contracts

Incorporation and Good Standing of the Company and its Subsidiaries; MAE. The Company and each of its subsidiaries (i) has been duly organized or formed, as the case may be, is validly existing and is in good standing under the laws of its jurisdiction of organization, (ii) has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and (iii) is duly qualified or licensed to do business and is in good standing as a foreign corporation, partnership or other entity as the case may be, authorized to do business in each jurisdiction in which the nature of such businesses or the ownership or leasing of such properties requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on (A) the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Company and its subsidiaries, (B) the ability of the Company or any of its subsidiaries to perform its obligations in all material respects under this Agreement, (C) the validity or enforceability of any of this Agreement, or (D) the consummation of the offering of the Offered Shares contemplated hereby (each, a “Material Adverse Effect”).

Incorporation and Good Standing of the Company and its Subsidiaries; MAE. The Company and each of its subsidiaries the Subsidiaries (i) has been duly organized or formed, as the case may be, is validly existing and is in good standing under the laws of its jurisdiction of organization, (ii) has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as described in the Registration Statement, the Time of Sale Prospectus Document and in the Prospectus Final Offering Memorandum and (iii) is duly qualified or licensed to do business and is in good standing as a foreign corporation, partnership or other entity as the case may be, authorized to do business in each jurisdiction in which the nature of such businesses or the ownership or leasing of such properties requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on (A) the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Company and its subsidiariesthe Subsidiaries, taken as a whole, (B) the ability of the Company or any of its subsidiaries Subsidiary to perform its obligations in all material respects under this Agreementany Document, (C) the validity or enforceability of any of this Agreementthe Documents, or (D) the consummation of the offering any of the Offered Shares contemplated hereby Transactions (each, a “Material Adverse Effect”).

Incorporation and Good Standing of the Company and its Subsidiaries; MAE. The Company and each of its subsidiaries Subsidiaries (i) has been duly organized or formed, as the case may be, is validly existing and is in good standing under the laws of its jurisdiction of organization, (ii) has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as described in the Registration Statement, the Time of Sale Prospectus Document and in the Prospectus Final Offering Memorandum and (iii) is duly qualified or licensed to do business and is in good standing as a foreign corporation, partnership or other entity entity, as the case may be, authorized to do business in each jurisdiction in which the nature of such businesses or the ownership or leasing of such properties requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on (A) the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Company and its subsidiariesSubsidiaries, taken as a whole, (B) the ability of the Company or any of its subsidiaries Subsidiary to perform its obligations in all material respects under this Agreementany Document, (C) the enforceability of any Collateral Document or the attachment, perfection or priority of any of the liens or security interests intended to be created thereby, (D) the validity or enforceability of any of this Agreementthe Documents, or (DE) the consummation of the offering any of the Offered Shares contemplated hereby Transactions (each, a “Material Adverse Effect”).

Incorporation and Good Standing of the Company and its Subsidiaries; MAE. The Company and each of its subsidiaries the Subsidiaries (i) has been duly organized or formed, as the case may be, is validly existing and is in good standing under the laws of its jurisdiction of organization, (ii) has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as described in the Registration Statement, the Time of Sale Prospectus Document and in the Prospectus Final Offering Circular and (iii) is duly qualified or licensed to do business and is in good standing as a foreign corporation, partnership or other entity as the case may be, authorized to do business in each jurisdiction in which the nature of such businesses or the ownership or leasing of such properties requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on (A) the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Company and its subsidiariesthe Subsidiaries, taken as a whole, (B) the ability of the Company or any of its subsidiaries Subsidiary to perform its obligations in all material respects under this Agreementany Document, (C) the enforceability of any Security Document or the attachment, perfection or priority of any of the liens or security interests intended to be created thereby, (D) the validity or enforceability of any of this Agreementthe Documents, or (DE) the consummation of the offering any of the Offered Shares contemplated hereby Transactions (each, a “Material Adverse Effect”).

Incorporation and Good Standing of the Company and its Subsidiaries; MAE. The Company and each of its subsidiaries the Subsidiaries (i) has been duly organized or formed, as the case may be, is validly existing and is in good standing under the laws of its their jurisdiction of organization, (ii) has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as described in the Registration Statement, General Disclosure Package and in the Time of Sale Prospectus and the Prospectus Final Offering Circular and (iii) is duly qualified or licensed to do business and is in good standing as a foreign corporation, partnership or other entity as the case may be, authorized to do business in each jurisdiction in which the nature of such businesses or the ownership or leasing of such properties requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on (A) the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Company and its subsidiariesthe Subsidiaries, taken as a whole, (B) the ability of the Company or any of its subsidiaries Subsidiary to perform its obligations in all material respects under this Agreementany Document, (C) the validity or enforceability of any of this Agreementthe Documents, or (D) the consummation of the offering any of the Offered Shares contemplated hereby Transactions (each, a “Material Adverse Effect”).

Incorporation and Good Standing of the Company and its Subsidiaries; MAE. The Company Each of the Company, its Subsidiaries and each of its subsidiaries Gichner Entity (i) has been duly organized or formed, as the case may be, is validly existing and and, where applicable, is in good standing under the laws of its jurisdiction of organization, (ii) has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as described in the Registration Statement, the Time of Sale Prospectus Document and in the Prospectus Final Offering Memorandum and (iii) is duly qualified or licensed to do business and is in good standing as a foreign corporation, partnership or other entity as the case may be, authorized to do business in each jurisdiction in which the nature of such businesses or the ownership or leasing of such properties requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on (A) the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Company and its subsidiariesSubsidiaries (including, upon consummation of the Acquisition, Gichner), taken as a whole, (B) the ability of the Company Company, any Subsidiary or any of its subsidiaries Gichner Entity to perform its obligations in all material respects under this Agreementany Document, (C) the enforceability of any Collateral Agreement or the attachment, perfection or priority of any of the liens or security interests intended to be created thereby, (D) the validity or enforceability of any of this Agreementthe Documents, or (DE) the consummation of the offering any of the Offered Shares contemplated hereby Transactions (each, a “"Material Adverse Effect”").