Common use of Organization and Qualification; Subsidiaries Clause in Contracts

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been duly organized and is validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) The Company Each of Parent, Merger Sub and each directly and indirectly owned subsidiary all other subsidiaries of the Company Parent (the "COMPANY SUBSIDIARIESParent Subsidiaries") has been duly organized and is validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect. The Company Parent, Merger Sub and each Company other Parent Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect.

Organization and Qualification; Subsidiaries. (a) The Company Parent, Merger Sub and each directly and indirectly owned other subsidiary of the Company Parent (the "COMPANY PARENT SUBSIDIARIES") has been duly organized and is validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. The Company Parent, Merger Sub and each Company other Parent Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and Delaware law. The Company has all the requisite corporate power and authority authority, and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, waivers, qualifications, certificates, Orders (as defined herein) and approvals (collectively, "Approvals") necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organizedqualified, existing or and in good standing or to have such power, authority and governmental approvals Approvals could not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures where the failure to be so qualified or licensed and in good standing that could not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) The Company Each of STC and each directly and indirectly owned subsidiary of the Company STC (the "COMPANY SUBSIDIARIESSTC Subsidiaries") has been duly organized and is validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company an STC Material Adverse Effect. The Company Each of STC and each Company STC Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company an STC Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) The Company Each of CGI, Merger Sub and each directly and indirectly owned other subsidiary of the Company CGI (the "COMPANY SUBSIDIARIESCGI Subsidiaries") has been duly organized and is validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company CGI Material Adverse Effect. The Company Each of CGI, Merger Sub and each Company other CGI Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company CGI Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES"each, a “Subsidiary”) has been is a legal entity duly organized and is organized, validly existing and in good standing (with respect to the extent jurisdictions where such concept is applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite corporate or similar power and authority and all necessary governmental approvals from Governmental Authorities to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure of any Subsidiary to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to havewould not, individually or in the aggregate, have a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (with respect to the extent jurisdictions where such concept is applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessarynecessary or desirable, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to havethat, individually or in the aggregate, would not have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each directly and indirectly owned subsidiary of the Company (each, a “Subsidiary” and collectively, the "COMPANY SUBSIDIARIES"“Subsidiaries”) has been is a corporation or other entity duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to havewould not, individually or in the aggregate, have a Company Material Adverse Effect. The Except as set forth in Section 3.01(a) of the Company Disclosure Schedule, each of the Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.. As used in this Agreement, the term “

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been its subsidiaries is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("APPROVALS") necessary governmental approvals to own, lease and operate its the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could or Approvals does not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect (as defined below). The Each of the Company and each Company Subsidiary of its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.or

Organization and Qualification; Subsidiaries. (a) The Company Parent and each directly and indirectly owned subsidiary of the Company Parent, including Merger Sub, (the "COMPANY SUBSIDIARIESParent Subsidiaries") has been duly organized and is validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company Parent and each Company Subsidiary Parent Subsidiary, including Merger Sub, is duly qualified or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES"each, a “Subsidiary”) has been is a legal entity duly organized and is organized, validly existing and in good standing (with respect to the extent jurisdictions where such concept is applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite corporate or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure of any Subsidiary to be so organized, existing or in good standing or to have such power, authority and governmental approvals could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (with respect to the extent jurisdictions where such concept is applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessarynecessary or desirable, except for such failures to be so qualified or licensed and in good standing that could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) The Company Parent, Merger Sub and each directly and indirectly owned other subsidiary of the Company Parent (the "COMPANY PARENT SUBSIDIARIES") has have been duly organized and is are validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has have the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. The Company Parent, Merger Sub and each Company other Parent Subsidiary is are duly qualified or licensed to do business, and is are in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) The Company Each of STC and each directly and indirectly owned subsidiary of the Company STC (the "COMPANY STC SUBSIDIARIES") has been duly organized and is validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company an STC Material Adverse Effect. The Company Each of STC and each Company STC Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company an STC Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) The Company Parent, Merger Sub and each directly and indirectly owned other subsidiary of the Company Parent (the "COMPANY SUBSIDIARIESParent Subsidiaries") has been duly organized and is validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could are not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. The Company Parent, Merger Sub and each Company other Parent Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could is not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each directly and indirectly owned subsidiary of the Company (collectively, the "COMPANY SUBSIDIARIESCompany Subsidiaries") has been is a corporation or other legal entity duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, formation and has the all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or existing, in good standing or to have such power, authority and or governmental approvals could would not reasonably be expected to havelikely, individually or in the aggregate, to have, a Company Material Adverse Effect. The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified or licensed as a foreign corporation or organization to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could would not reasonably be expected to havelikely, individually or in the aggregate, to have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) The Each of Parent and the Company and each directly and indirectly owned subsidiary Subsidiary of the Company (collectively, the "COMPANY SUBSIDIARIES") has been duly organized and is validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where . Each of the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to havethat, individually or in the aggregate, have not resulted and could not reasonably be expected to result in a Company Material Adverse Effect.Effect on the Company. For purposes of this Agreement, "

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and Virginia law. The Company has all the requisite corporate power and authority authority, and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, waivers, qualifications, certificates, Orders (as defined herein) and approvals (collectively, “Approvals”) necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organizedqualified, existing or and in good standing or to have such power, authority and governmental approvals Approvals could not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect (as defined herein). The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures where the failure to be so qualified or licensed and in good standing that could not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a1) The Each of the Company and each directly and indirectly owned subsidiary of the Company (collectively, the "COMPANY SUBSIDIARIES") has been duly organized and is validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to haveapprovals, individually or in the aggregate, have not resulted and would not reasonably be expected to result in a Company Material Adverse EffectEffect on the Company. The Each of the Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to havethat, individually or in the aggregate, have not resulted and would not reasonably be expected to result in a Company Material Adverse Effect.Effect on the Company. For purposes of this Agreement, "

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been is duly organized and is validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted. Except as set forth in Section 3.1(a) of the Disclosure Letter delivered to the Parent and Merger Sub by the Company prior to the execution of this Agreement (the "COMPANY DISCLOSURE LETTER"), except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to havethat, individually or in the aggregate, have not resulted and could not reasonably be expected to result in a Company Material Adverse Effect.Effect on the Company (as defined below). For purposes of this Agreement, "

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary Except as set forth on Section 2.1 of the separate written disclosure letter previously provided by the Company to Parent (the "COMPANY SUBSIDIARIESCompany Disclosure Letter") has been ), the Company is a corporation and each of its subsidiaries is an entity duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organizationformation, as the case may be, and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary governmental approvals to own, lease and operate its the properties it purports to own, lease or operate and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals or Approval could not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect (as defined below). The Company and each Company Subsidiary subsidiary is duly qualified or licensed as a foreign entity to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its business makes activities make such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been duly organized and is validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.