Common use of Organization and Standing; Books and Records Clause in Contracts

Organization and Standing; Books and Records. (a) (i) Each of SES, the SES Entities and Splitco is a corporation, limited liability company or other legal entity duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction in which it is organized, and (ii) each of SES, the SES Entities and Splitco has full power and authority necessary to enable it to own, lease or otherwise hold and operate its properties and assets and to carry on its business as presently conducted. Each of SES, the SES Entities and Splitco is duly qualified and, to the extent applicable, is in good standing to do business as a foreign entity in each jurisdiction in which the conduct or nature of its business as presently conducted or the ownership, leasing, holding or operation of its properties makes such qualification necessary, except such jurisdictions where the failures to be so qualified or in good standing, individually or in the aggregate, have not had and are not reasonably expected to have an SES Material Adverse Effect. (b) SES has made available to the GE Entities true and complete copies of its Statuts Coordonnés (the “Statuts”), as amended through the date of this Agreement, and the comparable governing instruments of Satlynx, Star One, Bowenvale and each of the Transferred Entities, in each case as amended through the date of this Agreement. (c) Prior to the Reorganization, Splitco will have no assets and no liabilities other than those de minimis incidental to its formation and will not have undertaken any business or activities other than in connection with this Agreement and engaging in the transactions contemplated hereby. As of the Closing Date, the assets and Liabilities of Splitco shall consist solely of the AMC-23 Transferred Assets, the AMC-23 Assumed Liabilities, the Equity Interests, the Cash Amount, de minimis liabilities incidental to its formation and liabilities that shall be Splitco’s under the Tax Matters Agreement, and additional Non-Investment Assets transferred pursuant to Section 3.10.

Organization and Standing; Books and Records. (a) (i) Each of SES, the SES Entities Company and Splitco Xxxxx XX is a corporation, limited liability company or other legal an entity duly organized, validly existing and, if applicable, and in good standing under the laws of its jurisdiction of organization. Each of the Company and Xxxxx XX is duly qualified and in good standing to do business as a foreign person in each jurisdiction in which it is organizedthe conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except for immaterial failures to be so qualified or in good standing. (b) Each of the Company and (ii) each of SES, the SES Entities and Splitco Xxxxx XX has full power corporate or corresponding authority and authority possesses all material Permits necessary to enable it to own, lease lease, operate or otherwise hold and operate its properties and assets and to carry on its business as presently conducted, which material Permits are listed on Section 3.01(a) of the Company Disclosure Schedule. Each of SESNeither the Company nor Xxxxx XX has received any notice that any Governmental Agency will revoke, the SES Entities and Splitco is duly qualified andcancel, rescind, modify or refuse to the extent applicable, is in good standing to do business as a foreign entity in each jurisdiction in which the conduct or nature of its business as presently conducted or the ownership, leasing, holding or operation of its properties makes such qualification necessary, except such jurisdictions where the failures to be so qualified or in good standing, individually or renew in the aggregate, have ordinary course any of such Permits. All of the material Permits are in full force and effect and there exists no default or violation on the part of the Company or Xxxxx XX under any of them. The consummation of the transactions contemplated by this Agreement will not had and are not reasonably expected to have an SES Material Adverse Effectresult in the cancellation or modification of any of the material Permits. (bc) SES has The Company and Xxxxx XX have prior to the execution of this Agreement made available to the GE Entities Purchaser true and complete copies of its Statuts Coordonnés (their respective organizational documents, each as amended to the “Statuts”)date hereof, and of their respective minute books, which contain true and complete records of all issuances, transfers, redemptions and cancellations of capital stock and other equity interests of each of them and minutes and records and meetings, proceedings and other actions of the board of directors, board committees, shareholders, managers and members, as amended through the date applicable, of this Agreementeach of them from their respective dates of incorporation or organization, and the comparable governing instruments of Satlynxall such meetings, Star Oneproceedings and actions have been duly, Bowenvale legally and each of the Transferred Entities, in each case as amended through the date of this Agreementproperly held or taken. (c) Prior to the Reorganization, Splitco will have no assets and no liabilities other than those de minimis incidental to its formation and will not have undertaken any business or activities other than in connection with this Agreement and engaging in the transactions contemplated hereby. As of the Closing Date, the assets and Liabilities of Splitco shall consist solely of the AMC-23 Transferred Assets, the AMC-23 Assumed Liabilities, the Equity Interests, the Cash Amount, de minimis liabilities incidental to its formation and liabilities that shall be Splitco’s under the Tax Matters Agreement, and additional Non-Investment Assets transferred pursuant to Section 3.10.

Organization and Standing; Books and Records. (a) Each of the Company and the Subsidiaries (as defined in Section 3.2(b)) (i) Each of SES, the SES Entities and Splitco is a corporation, limited liability joint stock company or other legal entity corporation duly organized, validly existing and, if applicable, and in good standing under the laws of the its jurisdiction in of incorporation, which it jurisdiction is organized, and set forth on Schedule 3.1(a); (ii) each of SES, the SES Entities and Splitco has full corporate power and authority and possesses all material government franchises, certificates, Table of Contents consents, licenses, permits, authorizations, approvals and exceptions necessary to enable it to own, operate, lease or otherwise hold and operate its the properties and assets now owned, operated, leased or otherwise held by it and to carry on its business businesses as presently they have been and are currently conducted. Each of SES, the SES Entities ; and Splitco (iii) is duly qualified and, to the extent applicable, is and in good standing to do business as a foreign entity corporation in each jurisdiction in which the conduct or nature of its business as presently conducted or the ownership, leasingoperation, leasing or holding or operation of its properties makes such licensing or qualification necessary, except such jurisdictions where the failures failure to be so qualified or in good standing, individually or in the aggregate, have has not had and are could not be reasonably expected to have an SES a Material Adverse Effect. A list of the jurisdictions in which the Company and the Subsidiaries are so qualified is set forth on Schedule 3.1(a). (b) SES Seller has made available delivered to the GE Entities Parent true and complete copies of its Statuts Coordonnés (the “Statuts”)deed or articles of incorporation and articles of association, or comparable governing instruments, each as amended through to date, of the date of this Agreement, and the comparable governing instruments of Satlynx, Star One, Bowenvale Company and each of the Transferred Entities, in Subsidiaries. Neither the Company nor any Subsidiary is subject to or bound by any charter or corporate provision that limits (x) the ability of the holder of the shares of the Company or such Subsidiary to control the Company or such Subsidiary or (y) the ability or legal right of the Company or such Subsidiary to conduct its business as currently conducted. The stock certificate and transfer books of the Company and each case as amended through Subsidiary (which have been made available for inspection by Parent prior to the date hereof) are true, complete and correct. Schedule 3.1(b) sets forth a true and complete list of this Agreementthe names, addresses and titles of the directors and officers of the Company and each Subsidiary. (c) Prior to JCF Development Limited was incorporated in the ReorganizationRepublic of Ireland on December 3, Splitco will have no assets 2003 and since that date has not traded or entered into any contracts or agreements of any kind and has no liabilities other than those de minimis incidental to its formation and will not have undertaken any business or activities other than in connection with this Agreement and engaging in the transactions contemplated hereby. As of the Closing Date, the assets and Liabilities of Splitco shall consist solely of the AMC-23 Transferred Assets, the AMC-23 Assumed Liabilities, the Equity Interests, the Cash Amount, de minimis liabilities incidental to its formation and liabilities that shall be Splitco’s under the Tax Matters Agreement, and additional Non-Investment Assets transferred pursuant to Section 3.10person whatsoever.

Organization and Standing; Books and Records. (a) (i) Each of SES, the SES Entities and Splitco Transferred Entity is a corporation, limited liability company or other legal entity duly organized, validly existing and, if applicable, and in good standing (or the equivalent thereof) under the laws of the jurisdiction in which it is organized, and (ii) each of SES, the SES Entities and Splitco . Each Transferred Entity has full all requisite power and authority and possesses all material governmental franchises, licenses, permits, authorizations and approvals necessary (i) to enable it to own, lease or otherwise hold its assets and operate its properties and assets and (ii) to carry on conduct its business as presently currently conducted. Each of SES, the SES Entities and Splitco Transferred Entity is duly qualified and, to the extent applicable, is and in good standing to do business as a foreign entity in each jurisdiction in which the conduct or nature of its business as presently conducted the Business or the ownership, leasing, leasing or holding or operation of its the Business’s properties makes such qualification necessary, except such jurisdictions where the failures failure to be so qualified or in good standing, individually or in the aggregate, have not had and are is not reasonably expected likely to have an SES Material Adverse Effecta material adverse effect on the Business. (b) SES No insolvency or bankruptcy proceedings in respect of any of the Transferred Entities have been opened by any court of competent jurisdiction or been applied for by any of the Transferred Entities. To the knowledge of the Seller, there is no legal requirement to file an application for any insolvency or bankruptcy proceedings in respect of any of the Transferred Entities. (c) The Seller has made available to the GE Entities true Purchaser complete and complete correct copies of its Statuts Coordonnés (the “Statuts”)organizational documents, including, to the extent applicable in the respective jurisdiction, a current excerpt from a commercial register or equivalent public register, of each Transferred Entity, each as amended through amended, supplemented or otherwise modified prior to the date of this Agreement. To the extent excerpts from a commercial register or equivalent public register have been made available to the Purchaser, and these excerpts contain an accurate description of the comparable governing instruments of Satlynx, Star One, Bowenvale and each corporate structure of the Transferred Entities. No applications for registration in the commercial registers of the Transferred Entities are pending. The Transferred Entities’ shareholders’ meetings have not passed any resolutions subject to registration, in each case as amended through the date of this Agreement. (c) Prior to the Reorganizationparticular on capital measures, Splitco will which have no assets and no liabilities other than those de minimis incidental to its formation and will not have undertaken any business or activities other than in connection with this Agreement and engaging been submitted for registration in the transactions contemplated herebycommercial register. As Except as set forth in Section 3.01(c) of the Closing DateSeller Letter, no German Entity is a party to, or owes an obligation to enter into, any domination agreement, profit and loss transfer agreement or other enterprise agreement (andere Unternehmensverträge) within the assets meaning of Sections 291 and Liabilities of Splitco shall consist solely 292 of the AMC-23 Transferred Assets, the AMC-23 Assumed Liabilities, the Equity Interests, the Cash Amount, de minimis liabilities incidental to its formation and liabilities that shall be Splitco’s under the Tax Matters Agreement, and additional Non-Investment Assets transferred pursuant to Section 3.10German Stock Corporation Act.