Common use of Organization, Standing and Corporate Power Clause in Contracts

Organization, Standing and Corporate Power. Each of Parent and Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being conducted, except whether the failure to have such governmental licenses, permits, authorizations and approvals individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each of Parent and Sub is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, licensing or good standing necessary, other than in such jurisdictions where the failure to be so qualified, licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent has made available to the Company complete and accurate copies of its Restated Certificate of Incorporation and By-laws, the Articles of Incorporation of Sub (the "Sub Articles") and the By-laws of Sub, in each case as amended to the date hereof.

Organization, Standing and Corporate Power. Each of Parent and Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being conducted, except whether where the failure to have such governmental licenses, permits, authorizations and approvals individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each of Parent and Sub is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, licensing or good standing necessary, other than in such jurisdictions where the failure to be so qualified, licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent has made available to the Company complete and accurate copies of its the Parent Certificate and the Restated Certificate By-laws of Incorporation and Parent (the “Parent By-laws”), the Articles of Incorporation of Sub (the "“Sub Articles"”) and the By-laws of Sub, in each case as amended to the date hereof.

Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being conducted, except whether where the failure to have such governmental licenses, permits, authorizations and approvals individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each of Parent and Merger Sub is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, licensing or good standing necessary, other than in such jurisdictions where the failure to be so qualified, licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent has made available to the Company complete and accurate copies of its Restated the Certificate of Incorporation and By-laws, the Articles of Incorporation of Merger Sub (the "“Merger Sub Articles"Certificate”) and the By-laws Bylaws of Merger Sub, in each case as amended to the date hereof.

Organization, Standing and Corporate Power. Each of Parent the Company and Sub its Subsidiaries is a corporation duly organized, and is validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated of its incorporation or formation, as the case may be. Each of the Company and its Subsidiaries has all requisite corporate corporate, partnership or similar power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being currently conducted, except whether where the failure to have such governmental power, authority, licenses, permits, authorizations and approvals would not, individually or in the aggregate has not had and would not aggregate, reasonably be expected to have a Parent Material Adverse Effect. Each of Parent the Company and Sub its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each other jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, licensing or good standing necessary, other than in such other jurisdictions where the failure to be so qualified, licensed or in good standing standing, individually or in the aggregate aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent The Company has made available to Parent, prior to the Company execution of this Agreement, true, complete and accurate copies of its Restated Certificate the Company’s certificate of Incorporation and By-laws, the Articles of Incorporation of Sub incorporation (the "Sub Articles"“Company Certificate”) and bylaws (the By-laws “Company Bylaws”), and the comparable organizational documents of Subeach of its Subsidiaries, in each case as amended to to, and in effect on, the date hereofof this Agreement.

Organization, Standing and Corporate Power. Each Parent is a corporation duly organized, validly existing and in good standing under the Laws of Parent New York and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated California. Each of Parent and Merger Sub has all requisite corporate power and authority and possesses all governmental licenses, permitsPermits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being currently conducted, except whether where the failure to have such governmental licenses, permitsPermits, authorizations or approvals or to be so organized, existing and approvals in good standing, or to have such corporate power and authority, individually or in the aggregate aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each of Parent and Merger Sub is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties or other assets makes such qualification, licensing or good standing necessary, other than in such jurisdictions except where the failure to be so qualified, licensed or in good standing standing, individually or in the aggregate aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent has made available to owns beneficially and of record all of the Company complete outstanding capital stock of Merger Sub free and accurate copies clear of its Restated Certificate all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of Incorporation and By-laws, the Articles of Incorporation of Sub (the "Sub Articles") and the By-laws of Sub, in each case as amended to the date hereofany nature whatsoever.

Organization, Standing and Corporate Power. Each of Parent the Company and Sub its Subsidiaries has been duly organized and is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated of its organization and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being presently conducted and as currently proposed to be conducted, except whether where the failure to have such governmental licenses, permits, authorizations and or approvals individually or in the aggregate has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect. Each of Parent the Company and Sub its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, qualification or licensing or good standing necessary, other than in such jurisdictions where the failure to be so qualified, licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect. Parent The Company has made available to Parent, prior to the Company execution of this Agreement, complete and accurate copies of its Amended and Restated Certificate of Incorporation and By-laws, the Articles of Incorporation of Sub (the "Sub Articles"“Company Certificate”) and its Amended and Restated Bylaws (the “Company Bylaws”) and the By-laws comparable organizational documents of Subeach of its Subsidiaries, in each case as amended to the date hereofof this Agreement.

Organization, Standing and Corporate Power. Each of Parent and Sub The Company is a corporation duly organized, organized and validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company is duly organized and validly existing under the Laws of its jurisdiction of organization, except where the failure to be so organized or existing, individually or in which it is incorporated the aggregate, would not have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being presently conducted, except whether where the failure to have such governmental licensespower or authority, permits, authorizations and approvals individually or in the aggregate has not had and aggregate, would not reasonably be expected to have a Parent Company Material Adverse Effect. Each of Parent the Company and Sub its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which where the nature of its business or the ownership, leasing or operation of its properties makes such qualification, qualification or licensing or good standing necessary, other than in such jurisdictions where the failure to be so qualified, licensed or in good standing standing, individually or in the aggregate has not had and aggregate, would not reasonably be expected to have a Parent Company Material Adverse Effect. Parent The Company has made available to Parent prior to the Company execution of this Agreement a complete and accurate copies correct copy of its the Amended and Restated Certificate of Incorporation and By-laws(the “Company Certificate of Incorporation”), the Articles Fourth Amended and Restated Bylaws of Incorporation of Sub the Company and any amendments thereto through the date hereof (the "Sub Articles"“Company Bylaws”) and the By-laws comparable organizational documents of Subeach of its Subsidiaries, in each case as amended to in effect on the date hereofof this Agreement.

Organization, Standing and Corporate Power. Each of Parent Parent, its Subsidiaries and Merger Sub has been duly organized and is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated of its incorporation. Each of Parent, its Subsidiaries and Merger Sub has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being currently conducted, except whether where the failure to have such governmental government licenses, permits, authorizations and or approvals individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each of Parent Parent, its Subsidiaries and Merger Sub is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, qualification or licensing or good standing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent has made available to the Company Empagio complete and accurate copies of its Restated the Parent Articles and the Parent By-laws, the Certificate of Incorporation and By-lawsLaws of Merger Sub, the Articles of Incorporation of Sub (the "Sub Articles") and the By-laws comparable organizational documents of Subeach other Subsidiary of Parent, in each case as amended to the date hereofhereof (collectively, the “Organizational Documents”).

Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being conducted, except whether where the failure to have such governmental licenses, permits, authorizations and approvals individually or in the aggregate has not had and would not reasonably be expected likely to have a prevent, materially delay or materially impede the ability of Parent Material Adverse Effectto consummate the Merger or the other transactions contemplated by this Agreement. Each of Parent and Merger Sub is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, licensing or good standing necessary, other than in such jurisdictions where the failure to be so qualified, licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected likely to have a prevent, materially delay or materially impede the ability of Parent Material Adverse Effect. Parent has made available to consummate the Company complete and accurate copies of its Restated Certificate of Incorporation and By-laws, Merger or the Articles of Incorporation of Sub (the "Sub Articles") and the By-laws of Sub, in each case as amended to the date hereofother transactions contemplated by this Agreement.

Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation company duly organized, validly existing and in good standing under the Laws of the its jurisdiction in which it is incorporated of incorporation and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and required to carry on its business as now being currently conducted, except whether the failure to have such governmental licenses, permits, authorizations and approvals individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each of Parent and Merger Sub is duly qualified or licensed to do business as a foreign corporation and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which where the nature of its business or properties and the ownership, leasing or operation conduct of its properties makes business require such qualification, licensing or good standing necessarystanding, other than in such jurisdictions except where the failure to be so qualified, licensed or in good standing standing, individually or in the aggregate has not had and aggregate, would not reasonably be expected to have a prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent Material Adverse Effector Merger Sub of its obligations hereunder. Parent has made available to the Company correct and complete and accurate copies of its Restated Certificate the Organizational Documents of Incorporation each of Parent and By-laws, the Articles Merger Sub as of Incorporation of Sub (the "Sub Articles") and the By-laws of Sub, in each case as amended to the date hereof, including all amendments thereto, and each as so delivered is in full force and effect as of the date hereof. Neither Parent nor Merger Sub is in violation of any provision of its organizational documents, except for any violation that, individually or in the aggregate, would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of its obligations hereunder.

Organization, Standing and Corporate Power. Each of Parent, Merger Sub and the other subsidiaries of Parent and Sub is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws laws of the jurisdiction in which it is incorporated organized and has all the requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name power, as the case may be, and to own, lease or otherwise hold and operate its properties and other assets and authority to carry on its business as now being conducted, except whether except, as to subsidiaries, for those jurisdictions where the failure to have such governmental licensesbe so organized, permitsexisting or in good standing, authorizations and approvals individually or in the aggregate has not had and aggregate, would not reasonably be expected to have a Parent Material Adverse EffectEffect on Parent. Each of Parent, Merger Sub and the other subsidiaries of Parent and Sub is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that which recognize that such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, qualification or licensing or good standing necessary, other than in such except for those jurisdictions where the failure to be so qualified, qualified or licensed or to be in good standing standing, individually or in the aggregate has not had and aggregate, would not reasonably be expected to have a Parent Material Adverse EffectEffect on Parent. Parent has delivered to or made available to the Company complete and accurate copies of its Restated Certificate of Incorporation and By-laws, the Articles of Incorporation of Sub (the "Sub Articles") and the By-laws of Sub, in each case as amended prior to the date hereofof this Agreement true and complete copies of any amendments to its Certificate of Incorporation, Memorandum of Association (the “Parent Memorandum of Association”) and Bye-laws (the “Parent Bye-laws”) not filed as of the date of this Agreement with the Parent Filed SEC Documents.

Organization, Standing and Corporate Power. Each The Company and each of Parent and Sub is a corporation its Subsidiaries (the “Company Subsidiaries”) are duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it each is incorporated organized and has have all requisite corporate power and authority and possesses possess all governmental franchises, licenses, permits, authorizations and approvals (collectively, “Permits”) necessary to enable it to use its corporate or other name and each to own, lease or otherwise hold and operate its properties and other assets and to carry on conduct its business businesses as now being conductedpresently conducted (the “Company Permits”), except whether where the failure to have such governmental licensesCompany Permits, permits, authorizations and approvals individually or in the aggregate has aggregate, is not had and having or would not reasonably be expected to have a Parent Material Adverse EffectEffect on the Company. Each of Parent The Company and Sub each Company Subsidiary is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which where the nature of its business or the ownership, ownership or leasing or operation of its properties makes make such qualification, licensing or good standing qualification necessary, other than in such jurisdictions where the failure to be so qualifiedqualified or licensed, licensed or in good standing individually or in the aggregate has aggregate, is not had and having or would not reasonably be expected to have have, a Parent Material Adverse EffectEffect on the Company. Parent The Company has delivered or made available to Parent, prior to the Company execution of this Agreement, complete and accurate copies of its Restated Certificate the certificate of Incorporation and By-lawsincorporation of the Company, the Articles of Incorporation of Sub (the "Sub Articles") and the By-laws of Sub, in each case as amended to the date hereofof this Agreement (as so amended, the “Company Charter”), and the bylaws of the Company, as amended to the date of this Agreement (as so amended, the “Company Bylaws”).

Organization, Standing and Corporate Power. Each The Company and each of Parent and Sub its Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated of its incorporation or formation, as the case may be. The Company and each of its Subsidiaries has all requisite corporate corporate, partnership, limited liability company or similar power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being currently conducted, except whether where the failure to have such governmental power, authority, licenses, permits, authorizations and approvals individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each The Company and each of Parent and Sub its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, licensing or good standing necessary, other than in such other jurisdictions where the failure to be so qualified, licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent The Company has made available to Parent, prior to the Company execution of this Agreement, true, complete and accurate copies of its Restated Certificate the Company’s certificate of Incorporation and By-lawsincorporation (as amended, the Articles of Incorporation of Sub (the "Sub Articles"“Company Charter”) and bylaws (as amended, the By-laws “Company Bylaws”), and the comparable organizational documents of Subeach of its Subsidiaries, in each case as amended to to, and in effect on, the date hereofof this Agreement.

Organization, Standing and Corporate Power. Each of Parent the Company and Sub is a corporation its Subsidiaries has been duly organized, and is validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the Laws of the jurisdiction in which it is incorporated of its incorporation or formation, as the case may be, and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being currently conducted, except whether where the failure to have such governmental licenses, permits, authorizations and or approvals individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each of Parent the Company and Sub its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, licensing or good standing necessary, other than in such jurisdictions where the failure to be so qualified, licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent The Company has made available to Parent, prior to the Company date of this Agreement, complete and accurate copies of its Restated Certificate of Incorporation the Company Articles and the Company's By-laws (the "Company By-laws"), the Articles of Incorporation of Sub (the "Sub Articles") and the By-laws comparable organizational documents of Subeach Significant Subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act), in each case as amended to the date hereof.

Organization, Standing and Corporate Power. Each The Company and each of Parent and Sub is a corporation its Subsidiaries has been duly organized, and is validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the Laws of the jurisdiction in which it is incorporated of its incorporation or formation, as the case may be, and has all requisite corporate or similar power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being currently conducted, except whether where the failure to be so organized, qualified or in good standing or have such governmental licenses, permits, authorizations and approvals power or authority individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse EffectEffect (as defined in Section 8.03). Each The Company and each of Parent and Sub its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, licensing or good standing necessary, other than in such jurisdictions where the failure to be so qualified, licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent The Company has made available to Parent, prior to the Company date of this Agreement, complete and accurate copies of its Restated the Company Certificate of Incorporation and By-laws, the Articles of Incorporation of Sub Company’s Bylaws (the "Sub Articles") “Company Bylaws”), and the By-laws comparable organizational documents of Subeach Subsidiary of the Company, in each case as amended to the date hereof.

Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated and has all requisite corporate or similar power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being conducted, except whether where the failure to be so organized, qualified or in good standing or have such governmental licenses, permits, authorizations and approvals power or authority individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each of Parent and Merger Sub is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, licensing or good standing necessary, other than in such jurisdictions where the failure to be so qualified, licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent has made available to the Company complete and accurate copies of its the Amended and Restated Certificate of Incorporation and By-laws, the Articles of Incorporation of Parent (the “Parent Articles”) and the Bylaws of Parent (the “Parent Bylaws”), the Certificate of Incorporation of Merger Sub (the "“Merger Sub Articles"Certificate”) and the By-laws Bylaws of Merger Sub, in each case as amended to the date hereof.

Organization, Standing and Corporate Power. Each of Parent, Merger Sub and each of Parent's "significant Subsidiaries" (within the meaning of Rule 1-02 of Regulation S-X of the SEC) (collectively, the "Parent and Sub Subsidiaries") is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated of its incorporation or formation and has all the requisite corporate or other power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as it is now being conducted, except whether the failure to have such governmental licenses, permits, authorizations and approvals individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each of Parent, Merger Sub and each of the Parent and Sub Subsidiaries is duly qualified or licensed as a foreign corporation or entity to do business business, and is in good standing (with respect to jurisdictions that recognize that concept) standing, in each jurisdiction in which where the character of its properties owned, leased or operated by it or the nature of its business or the ownership, leasing or operation of its properties activities makes such qualification, qualification or licensing or good standing necessary, other than in such jurisdictions except where the failure to be so qualified, duly qualified or licensed or and in good standing would not, individually or in the aggregate has not had and would not aggregate, reasonably be expected to have any materially adverse effect on the business, assets, liabilities, financial condition or results of operations of Applera Corporation-Celera Genomics Group, taken as a whole, other than any such effect resulting from any change, effect, event, occurrence, state of facts or development relating to the industry in which Parent operates in general and not specifically relating to Parent or on the ability of Parent and Merger Sub to perform its obligations under this Agreement (a "Parent Material Adverse Effect"). Parent has made available to the Company complete and accurate correct copies of its Restated Certificate certificate of Incorporation incorporation and Byby-laws, the Articles of Incorporation of Sub (the "Sub Articles") laws and the Bycertificate of incorporation and by-laws of Merger Sub, in each case as amended to the date hereof.

Organization, Standing and Corporate Power. Each of Parent Empagio, SMB and Sub their respective Subsidiaries has been duly organized and is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated of its incorporation. Each of Empagio, SMB and their respective Subsidiaries has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being currently conducted, except whether where the failure to have such governmental government licenses, permits, authorizations and or approvals individually or in the aggregate has not had and would not reasonably be expected to have a Parent an SMB Material Adverse Effect. Each of Parent Empagio, SMB and Sub their respective Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, qualification or licensing or good standing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected to have a Parent an SMB Material Adverse Effect. Parent Empagio has made available to the Company Parent complete and accurate copies of its Restated Certificate of Formation and Operating Agreement, SMB’s Certificate of Incorporation and By-laws, the Articles of Incorporation of Sub (the "Sub Articles") and the By-laws comparable organizational documents of Subeach of their respective Subsidiaries, in each case as amended to the date hereof.

Organization, Standing and Corporate Power. Each Bowater and each of Parent its Subsidiaries has been duly organized or amalgamated, as applicable, and Sub is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions for which that concept is applicable) under the Laws of the jurisdiction in which it is incorporated of its incorporation, formation or amalgamation, as the case may be, and has all requisite corporate or similar power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business activities as now being currently conducted, except whether where the failure to have such governmental licenses, permits, authorizations and approvals be so qualified individually or in the aggregate has not had and would not reasonably be expected to have a Parent Bowater Material Adverse Effect. Each Bowater and each of Parent and Sub its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions for which that recognize that conceptconcept is applicable) in each jurisdiction in which the nature of its business activities or the ownership, leasing or operation of its properties makes such qualification, licensing or good standing necessary, other than in such jurisdictions where the failure to be so qualified, licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected to have a Parent Bowater Material Adverse Effect. Parent Bowater has made available to ACI, prior to the Company date of this Agreement, complete and accurate copies of its Restated Certificate the certificate of Incorporation and By-lawsincorporation of Bowater, the Articles of Incorporation of Sub as currently in effect (the "Sub Articles"“Bowater Certificate”) and the By-laws bylaws of SubBowater, as currently in each case as amended to effect (the date hereof“Bowater Bylaws”).

Organization, Standing and Corporate Power. Each of Parent and Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being conducted, except whether the failure to have such governmental licenses, permits, authorizations and approvals individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each of Parent and Sub is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, licensing or good standing necessary, other than in such jurisdictions where the failure to be so qualified, licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent has made available to the Company complete and accurate copies of its Restated Certificate of Incorporation and By-laws, the Articles of Incorporation of Sub (the "“Sub Articles"”) and the By-laws of Sub, in each case as amended to the date hereof.

Organization, Standing and Corporate Power. Each ACI and each of Parent and Sub is a corporation its Subsidiaries has been duly amalgamated or organized, as applicable, and is validly existing and in good standing (with respect to jurisdictions for which that concept is applicable) under the Laws of the jurisdiction in which it is incorporated of its amalgamation, incorporation or formation, as the case may be, and has all requisite corporate or similar power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business activities as now being currently conducted, except whether where the failure to have such governmental licenses, permits, authorizations and approvals be so qualified individually or in the aggregate has not had and would not reasonably be expected to have a Parent an ACI Material Adverse Effect. Each ACI and each of Parent and Sub its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions for which that recognize that conceptconcept is applicable) in each jurisdiction in which the nature of its business activities or the ownership, leasing or operation of its properties makes such qualification, licensing or good standing necessary, other than in such jurisdictions where the failure to be so qualified, licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected to have a Parent an ACI Material Adverse Effect. Parent ACI has made available to Bowater, prior to the Company date of this Agreement, complete and accurate copies of its Restated Certificate the articles of Incorporation and By-lawsamalgamation of ACI, the Articles of Incorporation of Sub as currently in effect (the "Sub “ACI Articles"”) and the By-laws bylaws of SubACI , as currently in each case as amended to effect (the date hereof“ACI Bylaws”).

Organization, Standing and Corporate Power. Each of Parent and Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being conducted, except whether where the failure to have such governmental licenses, permits, authorizations and approvals individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each of Parent and Sub is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, licensing or good standing necessary, other than in such jurisdictions where the failure to be so qualified, licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent has made available to the Company complete and accurate copies of its the Parent Certificate and the Restated Certificate By-laws of Incorporation and Parent (the "Parent By-laws"), the Articles of Incorporation of Sub (the "Sub Articles") and the By-laws of Sub, in each case as amended to the date hereof.

Organization, Standing and Corporate Power. Each The Company and each of Parent and Sub its subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated of its incorporation or formation, as the case may be. The Company and each of its subsidiaries has all requisite corporate corporate, partnership, limited liability company or similar power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being currently conducted, except whether where the failure to have such governmental power, authority, licenses, permits, authorizations and approvals would not, individually or in the aggregate has not had and would not aggregate, reasonably be expected to have a Parent Material Adverse Effect. Each To the Knowledge of Parent the Company, the Company and Sub each of its subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, licensing or good standing necessary, other than in such other jurisdictions where the failure to be so qualified, licensed or in good standing standing, individually or in the aggregate aggregate, has not had and would not reasonably be expected to have have, a Parent Material Adverse Effect. Parent The Company has made available to Parent, prior to the Company execution of this Agreement, true, complete and accurate copies of its Restated Certificate the Company’s certificate of Incorporation and By-lawsincorporation (as amended, the Articles of Incorporation of Sub (the "Sub Articles"“Company Charter”) and bylaws (as amended, the By-laws “Company Bylaws”), and the comparable organizational documents of Subeach of its subsidiaries, in each case as amended to to, and in effect on, the date hereofof this Agreement.

Organization, Standing and Corporate Power. Each of Parent and Sub is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being conducted, except whether where the failure to have such governmental licenses, permits, authorizations and approvals or approvals, individually or in the aggregate aggregate, has not had and would could not reasonably be expected to have a Parent Material Adverse Effect. Each of Parent and Sub is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, qualification or licensing or good standing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed or in good standing individually or in the aggregate has not had and would could not reasonably be expected to have a Parent Material Adverse Effect. Parent has made available to the Company complete prior to the execution of this Agreement true and accurate correct copies of its Restated Certificate of Incorporation and By-laws, laws and the Articles Certificate of Incorporation of Sub (the "Sub Articles") and the By-laws of Sub, in each case as amended to the date hereof.

Organization, Standing and Corporate Power. Each of Parent, Merger Sub and each of Parent's "significant Subsidiaries" (within the meaning of Rule 1-02 of Regulation S-X of the SEC) (collectively, the "Parent and Sub Subsidiaries") is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated of its incorporation or formation and has all the requisite corporate or other power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as it is now being conducted, except whether the failure to have such governmental licenses, permits, authorizations and approvals individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each of Parent, Merger Sub and each of the Parent and Sub Subsidiaries is duly qualified or licensed as a foreign corporation or entity to do business business, and is in good standing (with respect to jurisdictions that recognize that concept) standing, in each jurisdiction in which where the character of its properties owned, leased or operated by it or the nature of its business or the ownership, leasing or operation of its properties activities makes such qualification, qualification or licensing or good standing necessary, other than in such jurisdictions except where the failure to be so qualified, duly qualified or licensed or and in good standing would not, individually or in the aggregate has not had and would not aggregate, reasonably be expected to have any materially adverse effect on the business, assets, liabilities, financial condition or results of operations of Applera Corporation--Celera Genomics Group, taken as a whole, other than any such effect resulting from any change, effect, event, occurrence, state of facts or development relating to the industry in which Parent operates in general and not specifically relating to Parent or on the ability of Parent and Merger Sub to perform its obligations under this Agreement (a "Parent Material Adverse Effect"). Parent has made available to the Company complete and accurate correct copies of its Restated Certificate certificate of Incorporation incorporation and Byby-laws, the Articles of Incorporation of Sub (the "Sub Articles") laws and the Bycertificate of incorporation and by-laws of Merger Sub, in each case as amended to the date hereof.