Common use of Organization; Standing Clause in Contracts

Organization; Standing. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and corporate authority necessary to carry on its business as it is now being conducted, except (other than with respect to the Company’s due organization and valid existence) as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company is duly licensed or qualified to do business (where such concept is recognized under applicable Law) 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 where the failure to be so licensed or qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. True and complete copies of the Company Charter Documents (as amended to the date hereof) are included in the Filed SEC Documents. (b) Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except where (other than in the case of the RealCo Entities) the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company’s Subsidiaries is duly licensed or qualified to do business (where such concept is recognized under applicable Law) 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 where (other than in the case of the RealCo Entities) the failure to be so licensed or qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing, each of the RealCo Entities will have been formed solely for the purpose of the Real Estate Transactions. As of the Closing, none of the RealCo Entities has ever had any employees. Except for the Real Estate Reorganization Documents and the contractual obligations associated therewith, as of the Closing, none of the RealCo Entities is a party to any Contract, has incurred any Indebtedness or other Liabilities (other than Tax Liabilities and de minimis Liabilities in the ordinary course of business such as state franchise taxes), has acquired or has owned or used any assets (other than the Owned Real Property owned by it and the equity securities of its Subsidiaries, as applicable) or has engaged in any other business activities since its formation other than in connection with such formation.

Organization; Standing. (a) The Company Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and Merger Sub is an exempted company duly organized, validly existing and in good standing under the Laws of Bermuda. Each of Parent and Merger Sub has all requisite corporate power and corporate authority necessary to carry on its business as it is now being conductedconducted and to own, lease and operate its assets and properties, except (other than with respect to the Company’s due organization and valid existenceexistence of Parent and Merger Sub) asas would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The Company Each of Parent and Merger Sub is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) 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 where the failure to be so licensed licensed, qualified or qualifiedin good standing would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. True Parent has made available to the Company true and complete copies of the Company Charter Documents (Parent’s and Merger Sub’s certificates or articles of incorporation, code of regulations, bylaws or comparable governing documents, each as amended to the date hereof) of this Agreement, and the Parent Organizational Documents are included in the Parent Filed SEC Documents. Parent is not in violation of the Parent Organizational Documents and no Subsidiary of Parent is in violation of any of its organizational documents, except as would not be material to Parent and its Subsidiaries taken as a whole. (b) Each of the CompanyParent’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except where (other than in the case of the RealCo Entities) the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and as would not reasonably be expected material to have Parent and its Subsidiaries taken as a Material Adverse Effect. Each of the Company’s Subsidiaries is duly licensed or qualified to do business (where such concept is recognized under applicable Law) 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 where (other than in the case of the RealCo Entities) the failure to be so licensed or qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effectwhole. (c) As of the Closing, each of the RealCo Entities will have been formed solely for the purpose of the Real Estate Transactions. As of the Closing, none of the RealCo Entities has ever had any employees. Except for the Real Estate Reorganization Documents and the contractual obligations associated therewith, as of the Closing, none of the RealCo Entities is a party to any Contract, has incurred any Indebtedness or other Liabilities (other than Tax Liabilities and de minimis Liabilities in the ordinary course of business such as state franchise taxes), has acquired or has owned or used any assets (other than the Owned Real Property owned by it and the equity securities of its Subsidiaries, as applicable) or has engaged in any other business activities since its formation other than in connection with such formation.

Organization; Standing. (a) The Company is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and Delaware. The Company has all requisite corporate power and corporate authority necessary to carry on its business as it is now being conducted, except (other than with respect and to the Company’s due organization own, lease and valid existence) as, individually or operate its assets and properties in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effectall material respects. The Company is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) 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 where the failure to be so licensed or qualifiedlicensed, individually qualified or in the aggregate, has not had and good standing would not reasonably be expected to have a Company Material Adverse Effect. True Effect or prevent, materially delay or impair (x) the consummation by the Company of the Transactions on a timely basis or (y) the compliance by the Company with its obligations under this Agreement and the Ancillary Agreements to which it will be a party. (b) The Company has made available to Parent true and complete copies of the Company Charter Organizational Documents (and the organizational documents of each of the Company’s Subsidiaries, in each case, as amended to and in effect as of the date hereof) are included . The Company is not in violation of the Filed SEC Company Organizational Documents, and no Subsidiary of the Company is in violation of its certificates or articles of incorporation, bylaws or other comparable charter or organizational documents, except, in each case, as would not be material to the Company and its Subsidiaries, taken as a whole. (bc) Each of the Company’s Subsidiaries is (i) duly incorporated or organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organizationincorporation or organization and (ii) qualified to do business or is licensed and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets and/or properties makes such qualification necessary, except where (other than in the case of the RealCo Entities) the failure to be so incorporated or organized, validly existing or and in good standing, individually or in the aggregate, has not had and standing would not reasonably be expected to have a Material Adverse Effect. Each of the Company’s Subsidiaries is duly licensed or qualified to do business (where such concept is recognized under applicable Law) 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 where (other than in the case of the RealCo Entities) the failure to be so licensed or qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) As of the Closing, each of the RealCo Entities will have been formed solely for the purpose of the Real Estate Transactions. As of the Closing, none of the RealCo Entities has ever had any employees. Except for the Real Estate Reorganization Documents and the contractual obligations associated therewith, as of the Closing, none of the RealCo Entities is a party to any Contract, has incurred any Indebtedness or other Liabilities (other than Tax Liabilities and de minimis Liabilities in the ordinary course of business such as state franchise taxes), has acquired or has owned or used any assets (other than the Owned Real Property owned by it and the equity securities of its Subsidiaries, as applicable) or has engaged in any other business activities since its formation other than in connection with such formation.

Organization; Standing. (a) The Company Parent is a corporation an exempted company limited by shares duly organizedincorporated, validly existing and in good standing under the Laws of the State of Delaware and Bermuda. Parent has all requisite corporate power and corporate authority necessary to carry on its business as it is now being conducted, except (other than with respect and to the Company’s due organization own, lease and valid existence) as, individually or operate its assets and properties in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effectall material respects. The Company Parent is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) 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 where the failure to be so licensed or qualifiedlicensed, individually qualified or in the aggregate, has not had and good standing would not reasonably be expected to have a Parent Material Adverse Effect. True Effect or prevent, materially delay or impair (x) the consummation by Parent of the Transactions on a timely basis or (y) the compliance by Parent with its obligations under this Agreement and the Ancillary Agreements to which it will be a party. (b) A true and complete copies copy of each of the Company Charter Parent Organizational Documents (as amended to the date hereof) are is included in the Filed SEC Documents. Parent has made available to the Company true and complete copies of the organizational documents of each of Parent’s Subsidiaries as amended and in effect as of the date hereof. Parent is not in violation of the Parent Organizational Documents, and no Subsidiary of Parent is in violation of its certificates or articles of incorporation, memorandum of association, bylaws, bye-laws or other comparable charter or organizational documents, except, in each case, as would not be material to Parent and its Subsidiaries, taken as a whole. (bc) US NewCo is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Merger Sub Ltd. is an exempted company duly organized, validly existing and in good standing under the Laws of Bermuda. Bermuda NewCo is an exempted company duly organized, validly existing and in good standing under the Laws of Bermuda. Merger Sub LLC is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of US NewCo, Merger Sub Ltd., Bermuda NewCo and Merger Sub LLC has all requisite power and authority necessary to carry on its business and is in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its incorporation or organization, except where the failure to be so licensed, qualified or in good standing would not have a Parent Material Adverse Effect or prevent, materially delay or impair (x) the consummation by Parent of the Transactions on a timely basis or (y) the compliance by Parent with its obligations under this Agreement and the Ancillary Agreements to which it will be a party. Each of US NewCo, Merger Sub Ltd., Bermuda NewCo and Merger Sub LLC was organized solely for the purpose of consummating the Transactions, has no assets, liabilities or obligations of any nature and has never engaged in any business activity other than such related to its organization or as contemplated by this Agreement, and prior to the Company Contribution Effective Time, the First Merger Effective Time and the Second Merger Effective Time, respectively, will not have engaged in any business activities other than those relating to the Transactions. (d) Parent has made available to the Company true and complete copies of the certificate or articles of incorporation, memorandum of association, bylaws, bye-laws or comparable governing documents, each as amended to the date of this Agreement, as applicable, of each of US NewCo, Merger Sub Ltd., Bermuda NewCo and Merger Sub LLC. (e) Each of the CompanyParent’s Subsidiaries is (i) duly incorporated or organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organizationincorporation or organization and (ii) qualified to do business or is licensed and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets and/or properties makes such qualification necessary, except where (other than in the case of the RealCo Entities) the failure to be so incorporated or organized, validly existing or and in good standing, individually or in the aggregate, has not had and standing would not reasonably be expected to have a Material Adverse Effect. Each of the Company’s Subsidiaries is duly licensed or qualified to do business (where such concept is recognized under applicable Law) 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 where (other than in the case of the RealCo Entities) the failure to be so licensed or qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) As of the Closing, each of the RealCo Entities will have been formed solely for the purpose of the Real Estate Transactions. As of the Closing, none of the RealCo Entities has ever had any employees. Except for the Real Estate Reorganization Documents and the contractual obligations associated therewith, as of the Closing, none of the RealCo Entities is a party to any Contract, has incurred any Indebtedness or other Liabilities (other than Tax Liabilities and de minimis Liabilities in the ordinary course of business such as state franchise taxes), has acquired or has owned or used any assets (other than the Owned Real Property owned by it and the equity securities of its Subsidiaries, as applicable) or has engaged in any other business activities since its formation other than in connection with such formation.

Organization; Standing. (a) The Company AGM is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and Law. AGM has all requisite corporate power and corporate authority necessary to carry on its business as it is now being conductedconducted and to own, lease and operate its assets and properties, except (other than with respect to the Company’s due organization and valid existenceexistence of AGM) asas would not have, individually or in the aggregate, has not had and would not reasonably be expected to have a AGM Material Adverse Effect. The Company AGM is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) 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 where the failure to be so licensed licensed, qualified or qualifiedin good standing would not have, individually or in the aggregate, has not had and would not reasonably be expected to have a AGM Material Adverse Effect. True A true and complete copies copy of the Company Charter Documents (as amended to the date hereof) are each AGM Organizational Document is included in the AGM Filed SEC Documents. AGM is not in violation of the AGM Organizational Documents and no Subsidiary of AGM is in violation of any of its organizational documents, except as would not be material to AGM and its Subsidiaries taken as a whole. (b) Each of the CompanyAGM’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except where as would not be material to AGM and its Subsidiaries taken as a whole. (c) Tango Holdings is a corporation duly organized, validly existing and in good standing under Delaware Law. AHL Merger Sub is an exempted company duly organized, validly existing and in good standing under the Laws of Bermuda. AGM Merger Sub is a corporation duly organized, validly existing and in good standing under Delaware Law. Each of Tango Holdings, and AGM Merger Sub and AHL Merger Sub has all requisite power and authority necessary to carry on its business as it is now being conducted and to own, lease and operate its assets and properties, except (other than in with respect to the case due organization and valid existence of the RealCo EntitiesTango Holdings, AGM Merger Sub and AHL Merger Sub) the failure to be so organized, existing or in good standingas would not have, individually or in the aggregate, has not had and would not reasonably be expected to have a AGM Material Adverse Effect. Each of the Company’s Subsidiaries Tango Holdings, AGM Merger Sub and AHL Merger Sub is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) 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 where (other than in the case of the RealCo Entities) the failure to be so licensed licensed, qualified or qualifiedin good standing would not have, individually or in the aggregate, has not had and would not reasonably be expected to have a AGM Material Adverse Effect. (c) As . AGM has made available to AHL true and complete copies of the Closingcertificate or articles of incorporation, code of regulations, memorandum of association, bye-laws or comparable governing documents, each as amended to the date of the RealCo Entities will have been formed solely for the purpose of the Real Estate Transactions. As of the Closing, none of the RealCo Entities has ever had any employees. Except for the Real Estate Reorganization Documents and the contractual obligations associated therewith, as of the Closing, none of the RealCo Entities is a party to any Contract, has incurred any Indebtedness or other Liabilities (other than Tax Liabilities and de minimis Liabilities in the ordinary course of business such as state franchise taxes), has acquired or has owned or used any assets (other than the Owned Real Property owned by it and the equity securities of its Subsidiariesthis Agreement, as applicable) or has engaged in any other business activities since its formation other than in connection with such formation, of each of Tango Holdings, AGM Merger Sub and AHL Merger Sub.

Organization; Standing. (a) The Company is a corporation duly organized, organized and validly existing and in good standing under the Laws laws of the State of Delaware and is in good standing with the Secretary of State of Delaware. The Company has all requisite corporate power and corporate authority necessary to carry on its business as it is now being conducted, except (other than with respect to the Company’s due organization and valid existence) asas would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company is duly licensed or qualified to do business (where such concept is recognized under applicable Law) 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 where the failure to be so licensed or qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. True and complete copies of the Company Charter Documents (as amended to in effect as of the date hereof) hereof are included in the Filed SEC Documents. The Company Charter Documents are in full force and effect, and the Company is not in violation or breach of any of the provisions of the Company Charter Documents in any material respect. (b) Each of the Company’s Subsidiaries and each of the Affiliated Professional Entities is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, and has all requisite organizational power and authority necessary to carry on its business as it is now being conducted, except where (other than in the case of the RealCo Entities) the failure to be so organized, existing or and in good standingstanding or to have such power and authority would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. . (c) Each of the Company’s , its Subsidiaries and the Affiliated Professional Entities is duly licensed or qualified to do business (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased operated by it makes such licensing or qualification necessary, except where (other than in the case of the RealCo Entities) the failure to be so licensed or qualifiedqualified would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. . Except as would not, individually or in the aggregate, have a Material Adverse Effect, (ci) As of the Closing, each of the RealCo Entities will have been formed solely for the purpose certificates of incorporation, bylaws or comparable governing and organizational documents of the Real Estate Transactions. As of Company’s Subsidiaries and the Closing, Affiliated Professional Entities is in full force and effect and (ii) none of the RealCo Company’s Subsidiaries or the Affiliated Professional Entities has ever had are in violation or breach of any employees. Except for the Real Estate Reorganization Documents and the contractual obligations associated therewith, as provision of the Closing, none of the RealCo Entities is a party to any Contract, has incurred any Indebtedness or other Liabilities (other than Tax Liabilities and de minimis Liabilities in the ordinary course of business such as state franchise taxes), has acquired or has owned or used any assets (other than the Owned Real Property owned by it and the equity securities of its Subsidiaries, as applicable) or has engaged foregoing documents in any other business activities since its formation other than in connection with such formationmaterial respect.

Organization; Standing. (a) The Company Viskase is a corporation duly organized, organized and validly existing and in good standing under the Laws laws of the State of Delaware Delaware, is in good standing with the Secretary of State and has all requisite corporate power and corporate authority necessary to carry on its business as it is now being conducted, except (other than with respect to the CompanyViskase’s due organization incorporation and valid existence) as, individually or in the aggregate, as has not had and or would not reasonably be expected to have a Viskase Material Adverse Effect. The Company Viskase is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) 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 where the failure to be so licensed or qualifiedlicensed, individually qualified or in the aggregate, good standing has not had and or would not reasonably be expected to have a Viskase Material Adverse Effect. True and complete copies of the Company Charter Viskase Organizational Documents (as amended have been provided to Enzon prior to the date hereof) are included in the Filed SEC Documentsexecution of this Agreement. (b) Each of the CompanyViskase’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except where (other than in the case of the RealCo Entities) the failure has all requisite power and authority necessary to be so organizedcarry on its business as it is now being conducted, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company’s Subsidiaries is duly licensed or qualified to do business (where such concept is recognized under applicable Law) 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 where (other than in the case of the RealCo Entities) the failure to be so licensed or organized, existing, qualified, individually or licensed and in the aggregate, good standing has not had and or would not reasonably be expected to have a Viskase Material Adverse Effect. (c) As . True and complete copies of the Closingarticles of incorporation, bylaws, operating (or equivalent governing documents) of each Viskase Subsidiary that would constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X of the RealCo Entities will Exchange Act have been formed solely for the purpose provided to Enzon prior to execution of the Real Estate Transactions. As of the Closing, none of the RealCo Entities has ever had any employees. Except for the Real Estate Reorganization Documents and the contractual obligations associated therewith, as of the Closing, none of the RealCo Entities is a party to any Contract, has incurred any Indebtedness or other Liabilities (other than Tax Liabilities and de minimis Liabilities in the ordinary course of business such as state franchise taxes), has acquired or has owned or used any assets (other than the Owned Real Property owned by it and the equity securities of its Subsidiaries, as applicable) or has engaged in any other business activities since its formation other than in connection with such formationthis Agreement.

Organization; Standing. (a) The Each of the Company and its Subsidiaries is a corporation or other organization duly organized, validly existing and in good standing under the Laws laws of the State jurisdiction of Delaware and its incorporation or organization, has all the requisite corporate power and corporate authority necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, except (other than with respect where the failure to the Company’s due organization be so organized, existing and valid existence) asin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company Effect (as defined in Section 9.3(c)) on the Company, and is duly licensed or qualified and in good standing to do business (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the its business conducted by it or the character ownership or location leasing of the its properties and assets owned or leased by it makes such licensing or qualification necessary, except necessary other than in such jurisdictions where the failure to so qualify or to be so licensed or qualifiedgood standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. True and complete copies of the Company Charter Documents (as amended to the date hereof) are included in the Filed SEC Documents. (b) Each of Effect on the Company’s Subsidiaries is duly organized. For purposes of this Agreement, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its “Subsidiary”, when used with respect to any party, shall mean any corporation or other organization, except where (other than in the case whether incorporated or unincorporated, at least a majority of the RealCo Entities) the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company’s Subsidiaries is duly licensed or qualified to do business (where such concept is recognized under applicable Law) 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 where (other than in the case of the RealCo Entities) the failure to be so licensed or qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing, each of the RealCo Entities will have been formed solely for the purpose of the Real Estate Transactions. As of the Closing, none of the RealCo Entities has ever had any employees. Except for the Real Estate Reorganization Documents and the contractual obligations associated therewith, as of the Closing, none of the RealCo Entities is a party to any Contract, has incurred any Indebtedness or other Liabilities (other than Tax Liabilities and de minimis Liabilities in the ordinary course of business such as state franchise taxes), has acquired or has owned or used any assets (other than the Owned Real Property owned by it and the equity securities or other equity interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries; provided, however, that the term “Subsidiary” shall not include any teaming arrangement, alliance or joint venture of which the Company or any Subsidiary is a party. For purposes of this Agreement, the term “Significant Subsidiary” means a Subsidiary that has assets or liabilities or that is actively carrying on any business activities, but shall not include any “Dagger Subsidiary”, as applicable) such term is defined in that certain Asset Purchase Agreement, dated on or has engaged in any other business activities since its formation other than in connection with such formationabout the date hereof, by and among Parent, Merger Sub, the Company, CACI International, Inc., CACI, INC. — FEDERAL and Dagger Acquisition Corporation (the “DIG Purchase Agreement”).

Organization; Standing. (a) The Company is a corporation limited liability company, duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate limited liability company power and corporate authority necessary to carry on its business as it is now being conducted, except (other than with respect to the Company’s due organization and valid existence) as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company is duly licensed or qualified to do business (where such concept is recognized under applicable Law) 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 where the failure to be so licensed or qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. True and complete copies of the Company Charter Documents (as amended to the date hereof) are included in the Filed SEC Documents. (b) Each As of the Company’s Subsidiaries is Closing, each of the Real Estate SPEs shall be duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except where (other than in the case . As of the RealCo Entities) the failure to be so organizedClosing, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each each of the Company’s Subsidiaries is Real Estate SPEs shall be duly licensed or qualified to do business (where such concept is recognized under applicable Law) 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 where (other than in the case of the RealCo Entities) the failure to be so licensed or qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing, each of neither the RealCo Entities will have been formed solely for the purpose Company nor any of the Real Estate Transactions. As of the Closing, none of the RealCo Entities SPEs has ever had any employees. Except for the Real Estate Reorganization Documents and the contractual obligations associated therewith, as of the Closing, none neither the Company nor any of the RealCo Entities Real Estate SPEs is a party to any Contract, has incurred any Indebtedness or other Liabilities (other than Tax Liabilities and de minimis Liabilities in the ordinary course of business such as state franchise taxes), has acquired or has owned or used any assets (other than the Owned Real Property owned by it and the equity securities of its Subsidiariesthe Real Estate SPEs, as applicable) or has engaged in any other business activities since its formation other than in connection with such formation. As of the Closing, (i) the Real Estate Reorganization was consummated substantially in accordance with Exhibit A and all applicable Laws and (ii) the RE Investor has received true, complete and correct copies of all of the Real Estate Reorganization Documents.

Organization; Standing. (a) The Company Parent is a corporation an exempted company duly organizedincorporated, validly existing and in good standing under the Laws of Bermuda and Merger Sub is an exempted company duly incorporated, validly existing and in good standing under the State Laws of Delaware Bermuda. Each of Parent and Merger Sub has all requisite corporate power and corporate authority necessary to carry on its business as it is now being conducted, except (other than with respect to the Company’s due organization incorporation and valid existenceexistence of Parent or Merger Sub) asas would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The Company Each of Parent and Merger Sub is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) 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 where the failure to be so licensed licensed, qualified or qualifiedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. True A true, correct and complete copies copy of each of Parent’s Memorandum of Association (the Company Charter Documents “Parent Charter”) and Parent’s Amended and Restated Bye-laws (as amended to the date hereof“Parent Bye-laws”) are is included in the Parent Filed SEC Documents. (b) Each of the CompanyParent’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except where (other than in the case of the RealCo Entities) the failure to be so organized, existing or and in good standingstanding would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company’s Subsidiaries is duly licensed or qualified to do business (where such concept is recognized under applicable Law) 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 where (other than in the case of the RealCo Entities) the failure to be so licensed or qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) As of the Closing, each of the RealCo Entities will have been formed solely for the purpose of the Real Estate Transactions. As of the Closing, none of the RealCo Entities has ever had any employees. Except for the Real Estate Reorganization Documents and the contractual obligations associated therewith, as of the Closing, none of the RealCo Entities is a party to any Contract, has incurred any Indebtedness or other Liabilities (other than Tax Liabilities and de minimis Liabilities in the ordinary course of business such as state franchise taxes), has acquired or has owned or used any assets (other than the Owned Real Property owned by it and the equity securities of its Subsidiaries, as applicable) or has engaged in any other business activities since its formation other than in connection with such formation.

Organization; Standing. (a) The Company is a corporation duly organized, organized and validly existing and in good standing under the Laws laws of the State of Delaware and is in good standing with the Secretary of State of Delaware. The Company has all requisite corporate power and corporate authority necessary to carry on its business as it is now being conducted, except (other than with respect to the Company’s due organization and valid existence) asas would not, individually or in the aggregate, has not had be material to the Company and would not reasonably be expected to have its Subsidiaries, taken as a Material Adverse Effectwhole. The Company is duly licensed or qualified to do business (where such concept and is recognized under applicable Law) 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 where the failure to be so licensed licensed, qualified or qualifiedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. True and complete copies of the Company Charter Documents (as amended to the date hereof) are included in the Filed SEC Documents. The Company Charter Documents are in full force and effect, and the Company is not in violation of any of the provisions of the Company Charter Documents in any material respect. (b) Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organizationorganization and has all requisite organizational power and authority necessary to carry on its business as it is now being conducted, except where (other than in the case of the RealCo Entities) the failure to be so organized, existing or in good standingstanding or have such power and authority would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company’s Subsidiaries is duly licensed or qualified to do business (where such concept and is recognized under applicable Law) 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 owned, leased or leased operated by it makes such licensing or qualification necessary, except where (other than in the case of the RealCo Entities) the failure to be so licensed licensed, qualified or qualifiedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (c) As . Each of the Closingcertificates of incorporation, each bylaws or comparable governing documents of the RealCo Entities will have been formed solely for the purpose of the Real Estate Transactions. As of the Closing, Company’s Subsidiaries is in full force and effect and none of the RealCo Entities has ever had Company’s Subsidiaries is in violation of any employees. Except for the Real Estate Reorganization Documents and the contractual obligations associated therewith, as provision of the Closing, none of the RealCo Entities is a party to any Contract, has incurred any Indebtedness or other Liabilities (other than Tax Liabilities and de minimis Liabilities in the ordinary course of business such as state franchise taxes), has acquired or has owned or used any assets (other than the Owned Real Property owned by it and the equity securities of its Subsidiaries, as applicable) or has engaged foregoing documents in any other business activities since its formation other than in connection with such formationmaterial respect.

Organization; Standing. (a) The Company is a corporation duly organized, organized and validly existing and in good standing under the Laws of the State of Delaware Delaware, is in good standing with the Secretary of State, and has all requisite corporate power and corporate authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except (other than with respect to the Company’s due organization and valid existence) as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) 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 where the failure to be so licensed licensed, qualified or qualifiedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. True and complete copies of the Company Charter Documents (as amended to the date hereof) are included in the Filed SEC Documents, and each as so made available is in full force and effect on the date of this Agreement. (b) Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except where (other than in the case organization and has all requisite power and authority necessary to own or lease all of the RealCo Entities) the failure its properties and assets and to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effectcarry on its business as is it is now being conducted. Each of the Company’s Subsidiaries is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) 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 where (other than in the case of the RealCo Entities) the failure to be so licensed licensed, qualified or qualifiedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (c) As . True and complete copies of the Closing, each certificate of incorporation and bylaws (or similar organizational documents) of the RealCo Entities will Subsidiaries of the Company, in each case, as amended to the date of this Agreement, have been formed solely for made available to Parent or are included in the purpose Filed SEC Documents, and each as so made available is in full force and effect on the date of this Agreement. Section 3.01(b) of the Real Estate Transactions. As Company Disclosure Letter sets forth a true and complete list of each Subsidiary of the Closing, none of the RealCo Entities has ever had any employees. Except for the Real Estate Reorganization Documents and the contractual obligations associated therewith, Company as of the Closing, none date of the RealCo Entities is a party to any Contract, has incurred any Indebtedness this Agreement and its jurisdiction of incorporation or other Liabilities (other than Tax Liabilities and de minimis Liabilities in the ordinary course of business such as state franchise taxes), has acquired or has owned or used any assets (other than the Owned Real Property owned by it and the equity securities of its Subsidiaries, as applicable) or has engaged in any other business activities since its formation other than in connection with such formationorganization.

Organization; Standing. (a) The Company is a corporation duly organized, organized and validly existing and in good standing under the Laws of the State of Delaware Delaware, is in good standing with the Secretary of State and has all requisite corporate power and corporate authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except (other than with respect to the Company’s due organization and valid existence) as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) 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 where the failure to be so licensed licensed, qualified or qualifiedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. True and complete copies of the Company Charter Company’s Organizational Documents (as amended to the date hereof) are included in the Filed Company SEC Documents, and each as so made available is in full force and effect on the date of this Agreement. (b) Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organizationorganization and has all requisite power and authority necessary to own or lease all of its properties and assets and to carry on its business as is it is now being conducted, except where (other than in the case of the RealCo Entities) the failure to be so organized, existing or in good standingstanding or have such power or authority would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company’s Subsidiaries is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) 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 where (other than in the case of the RealCo Entities) the failure to be so licensed licensed, qualified or qualifiedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (c) As . True and complete copies of the Closing, each certificate of incorporation and bylaws (or similar Organizational Documents) of the RealCo Entities will Subsidiaries of the Company, in each case, as amended to the date of this Agreement, have been formed solely for made available to Parent or are included in the purpose Filed Company SEC Documents, and each as so made available is in full force and effect on the date of this Agreement. Section 3.01(b) of the Real Estate Transactions. As Company Disclosure Letter sets forth a true and complete list of each Subsidiary of the Closing, none of the RealCo Entities has ever had any employees. Except for the Real Estate Reorganization Documents and the contractual obligations associated therewith, Company as of the Closing, none date of the RealCo Entities is a party to any Contract, has incurred any Indebtedness this Agreement and its jurisdiction of incorporation or other Liabilities (other than Tax Liabilities and de minimis Liabilities in the ordinary course of business such as state franchise taxes), has acquired or has owned or used any assets (other than the Owned Real Property owned by it and the equity securities of its Subsidiaries, as applicable) or has engaged in any other business activities since its formation other than in connection with such formationorganization.

Organization; Standing. (a) The Each of the Company and its Subsidiaries is a corporation or other organization duly organized, validly existing and in good standing under the Laws laws of the State jurisdiction of Delaware and its incorporation or organization, has all the requisite corporate power and corporate authority necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, except (other than with respect where the failure to the Company’s due organization be so organized, existing and valid existence) asin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company Effect (as defined in Section 9.3(c)) on the Company, and is duly licensed or qualified and in good standing to do business (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the its business conducted by it or the character ownership or location leasing of the its properties and assets owned or leased by it makes such licensing or qualification necessary, except necessary other than in such jurisdictions where the failure to so qualify or to be so licensed or qualifiedgood standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. True and complete copies of the Company Charter Documents (as amended to the date hereof) are included in the Filed SEC Documents. (b) Each of Effect on the Company’s Subsidiaries is duly organized. For purposes of this Agreement, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its "Subsidiary", when used with respect to any party, shall mean any corporation or other organization, except where (other than in the case whether incorporated or unincorporated, at least a majority of the RealCo Entities) the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company’s Subsidiaries is duly licensed or qualified to do business (where such concept is recognized under applicable Law) 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 where (other than in the case of the RealCo Entities) the failure to be so licensed or qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing, each of the RealCo Entities will have been formed solely for the purpose of the Real Estate Transactions. As of the Closing, none of the RealCo Entities has ever had any employees. Except for the Real Estate Reorganization Documents and the contractual obligations associated therewith, as of the Closing, none of the RealCo Entities is a party to any Contract, has incurred any Indebtedness or other Liabilities (other than Tax Liabilities and de minimis Liabilities in the ordinary course of business such as state franchise taxes), has acquired or has owned or used any assets (other than the Owned Real Property owned by it and the equity securities or other equity interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries; provided, however, that the term "Subsidiary" shall not include any teaming arrangement, alliance or joint venture of which the Company or any Subsidiary is a party. For purposes of this Agreement, the term "Significant Subsidiary" means a Subsidiary that has assets or liabilities or that is actively carrying on any business activities, but shall not include any "Dagger Subsidiary", as applicable) such term is defined in that certain Asset Purchase Agreement, dated on or has engaged in any other business activities since its formation other than in connection with such formationabout the date hereof, by and among Parent, Merger Sub, the Company, CACI International, Inc., CACI, INC. -- FEDERAL and Dagger Acquisition Corporation (the "DIG Purchase Agreement").

Organization; Standing. (a) The Parent is a corporation duly organized and validly existing under the Laws of the Commonwealth of Virginia, the Company is a corporation duly organized, organized and validly existing and in good standing under the Laws of the State of Delaware Delaware, and each such Seller is in good standing and has all requisite corporate power and corporate authority necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, except (other than with respect to the Companysuch Seller’s due organization and valid existence) asas would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company Each Seller is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) 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 where the failure to be so licensed licensed, qualified or qualifiedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. True True, correct and complete copies of the Parent Charter Documents are included in the Filed SEC Documents, each of which is in full force and effect as of the date of this Agreement. The Company has made available to the Investor true, correct and complete copies of the Company Charter Documents (Documents, each of which is in full force and effect as amended to of the date hereof) are included in the Filed SEC Documentsof this Agreement. (b) Each of the CompanyParent’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except where (other than in the case of the RealCo Entities) the failure to be so organized, existing or and in good standingstanding would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the CompanyParent’s Subsidiaries is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) 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 where (other than in the case of the RealCo Entities) the failure to be so licensed licensed, qualified or qualifiedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing, each of the RealCo Entities will have been formed solely for the purpose of the Real Estate Transactions. As of the Closing, none of the RealCo Entities has ever had any employees. Except for the Real Estate Reorganization Documents and the contractual obligations associated therewith, as of the Closing, none of the RealCo Entities is a party to any Contract, has incurred any Indebtedness or other Liabilities (other than Tax Liabilities and de minimis Liabilities in the ordinary course of business such as state franchise taxes), has acquired or has owned or used any assets (other than the Owned Real Property owned by it and the equity securities of its Subsidiaries, as applicable) or has engaged in any other business activities since its formation other than in connection with such formation.

Organization; Standing. (a) The Company is a corporation public limited liability company (société anonyme) governed by the laws of Luxembourg and, from and after the Continuation Effective Time, the Company will be a Cayman Islands exempted company existing under the laws of the Cayman Islands. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the State jurisdiction of Delaware and has all requisite corporate power and corporate authority necessary to carry on its business as it is now being conductedorganization, except (other than with respect where the failure to the Company’s due organization be so organized, existing and valid existence) as, individually or in the aggregate, good standing has not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. The Each of the Company and its Subsidiaries has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as it is presently conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) 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 where the failure to be so licensed or qualifiedlicensed, individually qualified or in the aggregate, good standing has not had and would not reasonably be expected to have a Material Adverse Effect. True and complete copies of the Company Charter Documents (as amended to the date hereof) are included in the Filed SEC Documents. (b) Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except where (other than in the case of the RealCo Entities) the failure to be so organized, existing or in good standinghave, individually or in the aggregate, a Material Adverse Effect. The Company has made available to Parent true, complete and correct copies of the respective extract from the Luxembourg Register, certificate of incorporation, memorandum of association, articles of association, charter, operating agreement, partnership agreement, certificate of formation and bylaws (or other comparable organizational document, instrument or certificate) (each, an “Organizational Document”) of the Company and each “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC) of the Company, each as amended to and as in effect on the date of this Agreement and, after the Continuation Effective Time, the Company will have made available to Parent true, complete and correct copies of the search result from the Cayman Register of Companies with respect to the Company, the certificate of continuation of the Company, and the Memorandum and Articles of Association (or comparable organizational documents) of the Company. The Company is not in violation in any material respect of any of the provisions of its Organizational Documents and none of the Company’s Subsidiaries is in violation of any provisions of their Organizational Documents, as applicable, except for any violations that has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company’s Subsidiaries is duly licensed or qualified to do business (where such concept is recognized under applicable Law) 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 where (other than in the case of the RealCo Entities) the failure to be so licensed or qualifiedhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing, each of the RealCo Entities will have been formed solely for the purpose of the Real Estate Transactions. As of the Closing, none of the RealCo Entities has ever had any employees. Except for the Real Estate Reorganization Documents and the contractual obligations associated therewith, as of the Closing, none of the RealCo Entities is a party to any Contract, has incurred any Indebtedness or other Liabilities (other than Tax Liabilities and de minimis Liabilities in the ordinary course of business such as state franchise taxes), has acquired or has owned or used any assets (other than the Owned Real Property owned by it and the equity securities of its Subsidiaries, as applicable) or has engaged in any other business activities since its formation other than in connection with such formation.