Common use of Organization, Qualification, Etc Clause in Contracts

Organization, Qualification, Etc. Each of Falcon and Sub is a corporation duly organized, validly existing and of active status or in good standing under the laws of its jurisdiction of organization and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is of active status or in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Falcon. The copies of Falcon's and Sub's Certificate of Incorporation and bylaws which have been made available to Xxxxxx Xxxxxxxx are complete and correct and in full force and effect on the date hereof. Neither Falcon nor Sub is in violation of any of the provisions of its Certificate of Incorporation or By-laws. Section 5.2 Corporate Authority Relative to this Agreement; No Violation; No Conflict. Each of Falcon and Sub has the corporate power and authority necessary to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Falcon and Sub and no other corporate proceedings on the part of Falcon or Sub are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Falcon and Sub and, assuming this Agreement constitutes a valid and binding Agreement of the other parties hereto, this Agreement constitutes a valid and binding agreement of Falcon and Sub, enforceable against each of them in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the DGCL, the Exchange Act, and the HSR Act (collectively, the "Falcon Required Approvals"), no authorization, consent or approval of, or filing by Falcon or Sub with, any governmental body or authority or other person is necessary for the execution and delivery of this Agreement or the consummation by Falcon or Sub of the transactions contemplated hereby except where the failure to obtain such authorizations, consents or approvals or make such filing is not reasonably likely to have a Material Adverse Effect on Falcon. Neither the execution and delivery of this Agreement by Falcon and Sub nor the consummation by Falcon and Sub of the transactions contemplated by this Agreement will (a) result in a breach or violation of the organizational documents of Falcon or Sub or of any of Falcon's Subsidiaries; (b) result in a breach or violation of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate or modify, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Falcon or Sub or any of Falcon's Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, contract, agreement, lease or other instrument or obligation to which Falcon or Sub or any of its Falcon's Subsidiaries is a party; (c) subject to the 17

Organization, Qualification, Etc. Each of Falcon and Sub The Company is a corporation duly organized, validly existing and of active status or in good standing under the laws of its jurisdiction the State of organization and Delaware, has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is of active status or in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, not have a Material Adverse Effect on Falconthe Company. The Company has furnished to Parent true, correct and complete copies of Falconthe Company's and Sub's Certificate certificate of Incorporation incorporation and bylaws which have been made available to Xxxxxx Xxxxxxxx are complete and correct and as in full force and effect on the date hereof. Neither Falcon nor Sub is in violation of any SCHEDULE 5.1 of the provisions Company Disclosure Letter lists all of its Certificate the Company's Subsidiaries. All of Incorporation or By-laws. Section 5.2 Corporate Authority Relative to this Agreement; No Violation; No Conflict. Each the Company's Subsidiaries are corporations duly organized, validly existing and in good standing under the laws of Falcon their respective states of incorporation and Sub each has the corporate power and authority necessary to enter into this Agreement own its properties and assets and to carry out on its obligations hereunder. The execution business as it is now being conducted and delivery is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Falcon and Sub and no other corporate proceedings on the part of Falcon or Sub are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Falcon and Sub and, assuming this Agreement constitutes a valid and binding Agreement of the other parties hereto, this Agreement constitutes a valid and binding agreement of Falcon and Sub, enforceable against each of them in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the DGCL, the Exchange Act, and the HSR Act (collectively, the "Falcon Required Approvals"), no authorization, consent or approval of, or filing by Falcon or Sub with, any governmental body or authority or other person is necessary for the execution and delivery of this Agreement properties or the consummation by Falcon or Sub conduct of the transactions contemplated hereby its business requires such qualification, except where the for jurisdictions in which such failure to obtain such authorizations, consents be so qualified or approvals or make such filing is to be in good standing would not reasonably likely to have a Material Adverse Effect on Falconthe Company. Neither All the execution and delivery outstanding shares of this Agreement by Falcon and Sub nor the consummation by Falcon and Sub capital stock of the transactions contemplated Company's Subsidiaries are validly issued, fully paid and non-assessable and are owned by this Agreement will (a) result in a breach the Company, directly or violation indirectly, free and clear of all Liens. Except as set forth on SCHEDULE 5.1 of the organizational documents Company Disclosure Letter, there are no existing options, rights of Falcon first refusal, preemptive rights, calls or Sub or commitments of any of Falcon's Subsidiaries; (b) result in a breach character relating to the issued or violation of any provision unissued capital stock or other securities of, or constitute a default (or an event whichother ownership interests in, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate or modify, or result in the creation of any lien, security interest, charge or encumbrance upon any Subsidiaries of the properties Company (other than rights of first refusal, preemptive rights or assets of Falcon or Sub or any of Falcon's Subsidiaries under, any of similar rights held by the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, contract, agreement, lease or other instrument or obligation Company with respect to which Falcon or Sub or any of its Falcon's Subsidiaries is a party; (c) subject to the 17such Subsidiaries).

Organization, Qualification, Etc. of Each of Falcon the Funds. Critical Infrastructure LP is duly registered, organized and Sub a validly existing limited partnership under the Laws of the State of Delaware. Critical Infrastructure Ltd. is a corporation duly organizedregistered, incorporated and a validly existing international business company under the Laws of the British Virgin Islands. Critical Infrastructure (BVI) is a duly registered and of active status or in good standing validly existing limited partnership under the laws of its jurisdiction the British Virgin Islands. Each of organization and the Funds has the corporate all necessary power and authority to own its own, operate and lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been, is now being conducted currently and as currently anticipated to be conducted. Each of the Funds is duly licensed or qualified to do business and is of active status or in good standing in each jurisdiction in which the ownership of its properties owned or leased by it or the conduct operation of its business requires makes such qualificationlicensing or qualification necessary, except for jurisdictions in which such where the failure to be so licensed, qualified or to be in good standing would notdoes not have, individually or in the aggregatecould not reasonably be expected to have, have a Material Adverse Effect on FalconEffect. The All material partnership or corporate actions, as the case may be, of each of the Funds have been duly authorized and each of the Funds has not taken any action that in any material respect conflicts with, constitutes a default under or results in a violation of any provision of its limited partnership agreement or memorandum and articles of association, as the case may be. True and correct copies of Falcon's (a) the Memorandum and Sub's Certificate Articles of Incorporation Association, as amended and bylaws which restated through the date hereof of Critical Infrastructure Ltd., (b) resolutions of the members of the Board of Directors of Critical Infrastructure Ltd. adopted prior to the date hereof heretofore have been made available delivered to Xxxxxx Xxxxxxxx are complete the Company and correct and all such resolutions remain in full force and effect on the date hereof. Neither Falcon nor Sub is in violation of any of the provisions of its Certificate of Incorporation or By-laws. Section 5.2 Corporate Authority Relative to this Agreement; No Violation; No Conflict. Each of Falcon and Sub has the corporate power and authority necessary to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Falcon and Sub and no other corporate proceedings on the part of Falcon or Sub are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Falcon and Sub and, assuming this Agreement constitutes a valid and binding Agreement of the other parties hereto, this Agreement constitutes a valid and binding agreement of Falcon and Sub, enforceable against each of them in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the DGCL, the Exchange Act, and the HSR Act (collectively, the "Falcon Required Approvals"), no authorization, consent or approval of, or filing by Falcon or Sub with, any governmental body or authority or other person is necessary for the execution and delivery of this Agreement or the consummation by Falcon or Sub of the transactions contemplated hereby except where the failure to obtain such authorizations, consents or approvals or make such filing is not reasonably likely to have a Material Adverse Effect on Falcon. Neither the execution and delivery of this Agreement by Falcon and Sub nor the consummation by Falcon and Sub of the transactions contemplated by this Agreement will (a) result in a breach or violation of the organizational documents of Falcon or Sub or of any of Falcon's Subsidiaries; (b) result in a breach or violation of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate or modify, or result in the creation of any lienform delivered to the Company, security interest, charge or encumbrance upon any of the properties or assets of Falcon or Sub or any of Falcon's Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, contract, agreement, lease or other instrument or obligation to which Falcon or Sub or any of its Falcon's Subsidiaries is a party; (c) subject the Limited Partnership Agreement of each of Critical Infrastructure LP and Critical Infrastructure (BVI) and (d) resolutions of the limited partners and the general partner of Critical Infrastructure LP and Critical Infrastructure (BVI) adopted prior to the 17date hereof heretofore have been delivered to the Company and all of such resolutions remain in full force and effect in the form delivered to the Company.

Organization, Qualification, Etc. Each of Falcon the Parent --------------------------------- and Sub the Purchaser is a corporation duly organized, validly existing and of active status or in good standing under the laws of its the jurisdiction of organization and its incorporation, has the corporate power and authority and all governmental approvals required for it to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is of active status or in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be organized, existing and in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect on Falconthe Parent or delay consummation of the transactions contemplated by this Agreement or otherwise prevent the Parent or the Purchaser from performing its obligations hereunder. The copies of Falcon's and Sub's Certificate of Incorporation and bylaws which have been Parent has delivered or made available to Xxxxxx Xxxxxxxx the Company copies of the articles of incorporation and by-laws for the Parent and the certificate of incorporation and by-laws for the Purchaser. Such organizational documents are complete and correct and in full force and effect on effect, and neither the date hereof. Neither Falcon Parent nor Sub the Purchaser is in violation of any of the provisions of its Certificate their respective certificates of Incorporation incorporation or Byby-laws. Section 5.2 Corporate Authority Relative to this Agreement; No Violation; No Conflict. Each of Falcon the Parent's Significant Subsidiaries is a corporation duly organized, validly existing and Sub in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate power and authority necessary and all governmental approvals required for it to enter into this Agreement own its properties and assets and to carry out on its obligations hereunder. The execution business as it is now being conducted and delivery is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Falcon and Sub and no other corporate proceedings on the part of Falcon or Sub are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Falcon and Sub and, assuming this Agreement constitutes a valid and binding Agreement of the other parties hereto, this Agreement constitutes a valid and binding agreement of Falcon and Sub, enforceable against each of them in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the DGCL, the Exchange Act, and the HSR Act (collectively, the "Falcon Required Approvals"), no authorization, consent or approval of, or filing by Falcon or Sub with, any governmental body or authority or other person is necessary for the execution and delivery of this Agreement properties or the consummation by Falcon or Sub conduct of the transactions contemplated hereby its business requires such qualification, except where for jurisdictions in which the failure to obtain be so organized, existing and in good standing or to have such authorizationspower, consents authority and governmental approvals would not, individually or approvals or make such filing is not reasonably likely to in the aggregate, have a Material Adverse Effect on Falcon. Neither the execution and delivery of this Agreement by Falcon and Sub nor the consummation by Falcon and Sub of the transactions contemplated by this Agreement will (a) result in a breach or violation of the organizational documents of Falcon or Sub or of any of Falcon's Subsidiaries; (b) result in a breach or violation of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate or modify, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Falcon or Sub or any of Falcon's Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, contract, agreement, lease or other instrument or obligation to which Falcon or Sub or any of its Falcon's Subsidiaries is a party; (c) subject to the 17Parent.