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 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 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 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 significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act, a “Significant Subsidiary”), 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 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 each Subsidiary of the Company (i) is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization (except, in which it is incorporated and the case of good standing, for entities organized under the Laws of any jurisdiction that does not recognize such concept), (ii) has all requisite corporate corporate, company, partnership or other organizational 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 currently conducted 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 (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction (except, in the case of good standing, any jurisdiction that does not recognize such concept) in which the nature of its business or the ownership, leasing or operation of its assets or properties makes such qualification, qualification or licensing or good standing necessary, other than in such jurisdictions where the failure to be so qualifiedorganized, existing, qualified or licensed or in good standing (except, in the case of clause (i) above, with respect to the Company), or to have such power or authority, 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 the Company Parent true and complete and accurate copies of its Restated Certificate the certificate of Incorporation and By-lawsincorporation of the Company, as amended to the date of this Agreement (the “Company Certificate”), the Articles bylaws of Incorporation the Company, as amended to the date of Sub this Agreement (the "Sub Articles"“Company Bylaws”) and the By-laws certificate or articles of Subincorporation and bylaws or comparable organizational documents of each Subsidiary of the Company, in each case as amended to the date hereofof this Agreement.

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 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 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 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 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 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 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 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 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 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 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 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 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 execution 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 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, 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 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 (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated State of Delaware, 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 own 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. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except whether where the failure to have such governmental licensesbe so licensed, permits, authorizations and approvals individually qualified or in the aggregate good standing has not had had, and would not reasonably be expected to have a Parent Material Adverse EffectEffect on the Company. (b) Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each of Parent and Sub the Company’s Subsidiaries is duly licensed or 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 the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such qualification, licensing or good standing qualification necessary, other than in such jurisdictions except where the failure to be so qualifiedlicensed, licensed qualified or in good standing individually or in the aggregate has not had had, and would not reasonably be expected to have a Parent Material Adverse Effect. Parent . (c) The Company Charter Documents and equivalent organizational and governing documents of each Subsidiary of the Company, which the Company has made available to Parent prior to the Company date hereof, were 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 Subcorrect copies, in each case as amended to and in full force and effect on the date hereof.