Common use of Organization; Standing Clause in Contracts

Organization; Standing. (a) The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company 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 in all 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, qualified or in good standing would not have a Company Material Adverse 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 Organizational Documents and the organizational documents of each of the Company’s Subsidiaries, in each case, as amended and in effect as of the date hereof. The Company is not in violation of the 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. (c) 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 incorporation 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 the failure to be so incorporated or organized, validly existing and in good standing would not have a Company Material Adverse Effect.

Organization; Standing. (a) The Company Parent is a an exempted company limited liability company by shares duly organizedincorporated, validly existing and in good standing under the Laws of the State of DelawareBermuda. The Company Parent 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 in all 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, qualified or in good standing would not have a Company Parent Material Adverse Effect or prevent, materially delay or impair (x) the consummation by the Company Parent of the Transactions on a timely basis or (y) the compliance by the Company Parent with its obligations under this Agreement and the Ancillary Agreements to which it will be a party. (b) The Company A true and complete copy of each of the Parent Organizational Documents is included in the Filed SEC Documents. Parent has made available to Parent the Company true and complete copies of the Company Organizational Documents and the organizational documents of each of the CompanyParent’s Subsidiaries, in each case, Subsidiaries as amended and in effect as of the date hereof. The Company Parent is not in violation of the Company Parent Organizational Documents, and no Subsidiary of the Company Parent is in violation of its certificates or articles of incorporation, bylaws memorandum of association, bylaws, bye-laws or other comparable charter or organizational documents, except, in each case, as would not be material to the Company Parent and its Subsidiaries, taken as a whole. (c) 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 CompanyLaws 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 Parent’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 incorporation 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 the failure to be so incorporated or organized, validly existing and in good standing would not have a Company Parent Material Adverse Effect.

Organization; Standing. (a) The Company AGM is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the State of DelawareDelaware Law. The Company AGM has all requisite power and authority necessary to carry on its business as it is now being conducted, conducted and to own, lease and operate its assets and properties properties, except (other than with respect to the due organization and valid existence of AGM) as would not have, individually or in all material respectsthe aggregate, 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, qualified or in good standing would not have have, individually or in the aggregate, a Company AGM Material Adverse 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 Effect. A true and complete copies of the Company Organizational Documents and the organizational documents copy of each of AGM Organizational Document is included in the Company’s Subsidiaries, in each case, as amended and in effect as of the date hereofAGM Filed SEC Documents. The Company AGM is not in violation of the Company AGM Organizational Documents, Documents and no Subsidiary of the Company AGM is in violation of any of its certificates or articles of incorporation, bylaws or other comparable charter or organizational documents, except, in each case, except as would not be material to the Company AGM and its Subsidiaries, Subsidiaries taken as a whole. (cb) Each of the CompanyAGM’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 incorporation or organization, except 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 with respect to the due organization and (iivalid existence of Tango Holdings, AGM Merger Sub and AHL Merger Sub) as would not have, individually or in the aggregate, a AGM Material Adverse Effect. Each of Tango Holdings, AGM Merger Sub and AHL Merger Sub is duly licensed or qualified to do business or is licensed and is in good standing (or the equivalentwhere such concept is recognized under applicable Law) in the jurisdictions each jurisdiction in which the conduct nature of its the business conducted by it or locations the character or location of its the properties and assets and/or properties owned or leased by it makes such licensing or qualification necessary, except where the failure to be so incorporated licensed, qualified or organized, validly existing and in good standing would not have have, individually or in the aggregate, a Company AGM Material Adverse Effect. AGM has made available to AHL true and complete copies of the certificate or articles of incorporation, code of regulations, memorandum of association, bye-laws or comparable governing documents, each as amended to the date of this Agreement, as applicable, of each of Tango Holdings, AGM Merger Sub and AHL Merger Sub.

Organization; Standing. (a) The Company Parent is a limited liability an exempted company duly organized, validly existing and in good standing under the Laws of Bermuda and Merger Sub is an exempted company duly organized, validly existing and in good standing under the State Laws of DelawareBermuda. The Company Each of Parent and Merger Sub has all requisite power and authority necessary to carry on its business as it is now being conducted, conducted and to own, lease and operate its assets and properties properties, except (other than with respect to the due organization and valid existence of Parent and Merger Sub) as would not reasonably be expected to have, individually or in all material respectsthe aggregate, 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, qualified or in good standing would not have reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse 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 Effect. Parent has made available to Parent the Company true and complete copies of Parent’s and Merger Sub’s certificates or articles of incorporation, code of regulations, bye-laws or comparable governing documents, each as amended to the Company date of this Agreement, and the Parent Organizational Documents and are included in the organizational documents of each of the Company’s Subsidiaries, in each case, as amended and in effect as of the date hereofParent Filed SEC Documents. The Company Parent is not in violation of the Company Parent Organizational Documents, Documents and no Subsidiary of the Company Parent is in violation of any of its certificates or articles of incorporation, bylaws or other comparable charter or organizational documents, except, in each case, except as would not be material to the Company Parent and its Subsidiaries, Subsidiaries taken as a whole. (cb) 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 incorporation 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 necessaryorganization, except where the failure to be so incorporated or organized, validly existing and in good standing as would not have be material to Parent and its Subsidiaries taken as a Company Material Adverse Effectwhole.

Organization; Standing. (a) The Company is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company 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 own, lease and operate its assets and properties in all material respectshave 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 licensedlicensed or qualified, qualified individually or in good standing the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse 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 Effect. True and complete copies of the Company Organizational Charter Documents and the organizational documents of each of the Company’s Subsidiaries, in each case, (as amended and in effect as of to the date hereof. The Company is not ) are included in violation of the Company Organizational Filed SEC 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. (cb) 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 incorporation organization, except where (other than in the case of the RealCo Entities) the failure to be so organized, existing or organization in good standing, individually or in the aggregate, has not had and (ii) 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 or (where such concept is licensed and is in good standing (or the equivalentrecognized under applicable Law) in the jurisdictions each jurisdiction in which the conduct nature of its the business conducted by it or locations the character or location of its the properties and assets and/or properties 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 incorporated licensed or organizedqualified, validly existing individually or in the aggregate, has not had and in good standing 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 limited liability corporation duly organized, validly existing and in good standing under the Laws of Delaware and Merger Sub is an exempted company duly organized, validly existing and in good standing under the Laws of the State Bermuda. Each of Delaware. The Company Parent and Merger Sub has all requisite corporate power and authority necessary to carry on its business as it is now being conducted, conducted and to own, lease and operate its assets and properties properties, except (other than with respect to the due organization and valid existence of Parent and Merger Sub) as would not reasonably be expected to have, individually or in all material respectsthe aggregate, 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, qualified or in good standing would not have reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse 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 Effect. Parent has made available to Parent the Company true and complete copies of Parent’s and Merger Sub’s certificates or articles of incorporation, code of regulations, bylaws or comparable governing documents, each as amended to the Company date of this Agreement, and the Parent Organizational Documents and are included in the organizational documents of each of the Company’s Subsidiaries, in each case, as amended and in effect as of the date hereofParent Filed SEC Documents. The Company Parent is not in violation of the Company Parent Organizational Documents, Documents and no Subsidiary of the Company Parent is in violation of any of its certificates or articles of incorporation, bylaws or other comparable charter or organizational documents, except, in each case, except as would not be material to the Company Parent and its Subsidiaries, Subsidiaries taken as a whole. (cb) 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 incorporation 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 necessaryorganization, except where the failure to be so incorporated or organized, validly existing and in good standing as would not have be material to Parent and its Subsidiaries taken as a Company Material Adverse Effectwhole.

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 limited liability company corporation duly organized, organized and validly existing and in good standing under the Laws of the State of Delaware. The Company , and each such Seller is in good standing and has all requisite corporate power and 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 such Seller’s due organization and valid existence) as would not, individually or in the aggregate, reasonably be expected to own, lease and operate its assets and properties in all material respectshave 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, qualified or in good standing would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or preventEffect. True, materially delay or impair (x) the consummation by the Company correct and complete copies of the Transactions on a timely basis or (y) Parent Charter Documents are included in the compliance by Filed SEC Documents, each of which is in full force and effect as of the Company with its obligations under date of this Agreement and the Ancillary Agreements to which it will be a party. (b) Agreement. The Company has made available to Parent true the Investor true, correct and complete copies of the Company Organizational Documents and the organizational documents of Charter Documents, each of the Company’s Subsidiaries, which is in each case, as amended full force and in effect as of the date hereof. The Company is not in violation of the 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 wholethis Agreement. (cb) 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 incorporation organization, except where the failure to be so organized, existing and in good standing would not, individually or organization and (ii) in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of Parent’s Subsidiaries is duly licensed or qualified to do business or is licensed and is in good standing (or the equivalentwhere such concept is recognized under applicable Law) in the jurisdictions each jurisdiction in which the conduct nature of its the business conducted by it or locations the character or location of its the properties and assets and/or properties owned or leased by it makes such licensing or qualification necessary, except where the failure to be so incorporated licensed, qualified or organized, validly existing and in good standing would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Organization; Standing. (a) The Company is a limited liability company corporation duly organized, organized and validly existing under the laws of the State of Delaware and is in good standing under with the Laws Secretary of the 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 as would not, individually or in the aggregate, be material to the Company and to ownits Subsidiaries, lease and operate its assets and properties in all material respectstaken as a whole. 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, qualified or in good standing would not not, individually or in the aggregate, have a Company Material Adverse 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 Effect. True and complete copies of the Company Organizational Charter Documents are included in the Filed SEC Documents. The Company Charter Documents are in full force and effect, and the organizational documents of each of the Company’s Subsidiaries, in each case, as amended and in effect as of the date hereof. The Company is not in violation of any of the Company Organizational Documents, and no Subsidiary provisions of the Company is Charter Documents 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 any material to the Company and its Subsidiaries, taken as a wholerespect. (cb) 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 incorporation or organization and (ii) has all requisite organizational power and authority necessary to carry on its business as it is now being conducted, except where the failure to be so organized, in good standing or have such power and authority would not, individually or in the aggregate, have a Material Adverse Effect. Each of the Company’s Subsidiaries is duly licensed or qualified to do business or is licensed and is in good standing (or the equivalent) in the jurisdictions each jurisdiction in which the conduct nature of its the business conducted by it or locations the character or location of its the properties and assets and/or properties owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so incorporated licensed, qualified or organized, validly existing and in good standing would not not, individually or in the aggregate, have a Company Material Adverse Effect. Each of the certificates of incorporation, bylaws or comparable governing documents of the Company’s Subsidiaries is in full force and effect and none of the Company’s Subsidiaries is in violation of any provision of the foregoing documents in any material respect.

Organization; Standing. (a) The Company is a limited liability company corporation duly organized, organized and validly existing and in good standing under the Laws of the State of Delaware. The Company , 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, and to own, lease and operate its assets and properties in all 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, qualified or in good standing would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse 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 Effect. True and complete copies of the Company Organizational Charter Documents and are included in the organizational documents of each of the Company’s Subsidiaries, in each case, as amended and in effect as of the date hereof. The Company is not in violation of the Company Organizational Filed SEC Documents, and no Subsidiary of the Company each as so made available is in violation full force and effect on the date 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 wholethis Agreement. (cb) 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 incorporation or organization and (ii) 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. Each of the Company’s Subsidiaries is duly qualified to do business or is licensed and is in good standing (or the equivalentwhere such concept is recognized under applicable Law) in the jurisdictions each jurisdiction in which the conduct nature of its the business conducted by it or locations the character or location of its the properties and assets and/or properties owned or leased by it makes such qualification necessary, except where the failure to be so incorporated licensed, qualified or organized, validly existing and in good standing would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. True and complete copies of the certificate of incorporation and bylaws (or similar organizational documents) of the Subsidiaries of the Company, in each case, as amended to the date of this Agreement, have been made available to Parent or 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. Section 3.01(b) of the Company Disclosure Letter sets forth a true and complete list of each Subsidiary of the Company as of the date of this Agreement and its jurisdiction of incorporation or organization.

Organization; Standing. (a) The Company Viskase is a limited liability company corporation duly organized, organized and validly existing and in good standing under the Laws laws of the State of Delaware. The Company , 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 Viskase’s due incorporation and valid existence) as has not had or would not reasonably be expected to own, lease and operate its assets and properties in all material respectshave 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, qualified or in good standing has not had or would not reasonably be expected to have a Company Viskase Material Adverse Effect or prevent, materially delay or impair (x) the consummation by the Company Effect. True and complete copies of the Transactions on a timely basis or (y) Viskase Organizational Documents have been provided to Enzon prior to the compliance by the Company with its obligations under execution of this Agreement and the Ancillary Agreements to which it will be a partyAgreement. (b) The Company has made available to Parent true and complete copies of the Company Organizational Documents and the organizational documents of each of the Company’s Subsidiaries, in each case, as amended and in effect as of the date hereof. The Company is not in violation of the 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. (c) Each of the CompanyViskase’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 incorporation organization, has all requisite power and authority necessary to carry on its business as it is now being conducted, and is duly licensed or organization and (ii) qualified to do business or is licensed and is in good standing (or the equivalent) in the jurisdictions each jurisdiction in which the conduct nature of its the business conducted by it or locations the character or location of its the properties and assets and/or properties owned or leased by it makes such licensing or qualification necessary, except where the failure to be so incorporated or organized, validly existing existing, qualified, licensed and in good standing has not had or would not reasonably be expected to have a Company Viskase Material Adverse Effect. True and complete copies of the articles 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 Exchange Act have been provided to Enzon prior to execution of this Agreement.

Organization; Standing. (a) The Company is a limited liability company company, duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company Delaware and has all requisite limited liability company 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 in all 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, qualified or in good standing would not have a Company Material Adverse 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 As of the Company Organizational Documents and the organizational documents of Closing, each of the Company’s Subsidiaries, in each case, as amended and in effect as of the date hereof. The Company is not in violation of the 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 Real Estate SPEs shall be material to the Company and its Subsidiaries, taken as a whole. (c) 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 incorporation organization. As of the Closing, each of the Real Estate SPEs shall be duly licensed or organization 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. (c) As of the Closing, neither the Company nor any of the Real Estate SPEs has ever had any employees. Except for the Real Estate Reorganization Documents and the contractual obligations associated therewith, as of the Closing, neither the Company nor any of the 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 the 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) qualified to do business or is licensed the RE Investor has received true, complete and is in good standing (or correct copies of all of 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 the failure to be so incorporated or organized, validly existing and in good standing would not have a Company Material Adverse EffectReal Estate Reorganization Documents.

Organization; Standing. (a) The Each of the Company and its Subsidiaries is a limited liability company corporation or other organization duly organized, validly existing and in good standing under the Laws laws of the State jurisdiction of Delaware. The Company its incorporation or organization, has all the requisite power and authority necessary to carry on its business as it is now being conducted, and to own, lease and operate its assets properties and properties to carry on its business as now being conducted, except where the failure to be so organized, existing and in all material respects. The Company good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 9.3(c)) on the Company, and is duly licensed or qualified and in good standing 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 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, qualified or in good standing would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the Company. For purposes of this Agreement, “Subsidiary”, when used with respect to any party, shall mean any corporation or preventother organization, materially delay whether incorporated or impair (x) unincorporated, at least a majority of the consummation 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 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 any Subsidiary is a party. (b) The Company . For purposes of this Agreement, the term “Significant Subsidiary” means a Subsidiary that has made available to Parent true and complete copies of the Company Organizational Documents and the organizational documents of each of the Company’s Subsidiariesassets or liabilities or that is actively carrying on any business activities, in each casebut shall not include any “Dagger Subsidiary”, as amended and such term is defined in effect as of that certain Asset Purchase Agreement, dated on or about the date hereof. The Company is not in violation of the Company Organizational Documents, by and no Subsidiary of the Company is in violation of its certificates or articles of incorporationamong Parent, bylaws or other comparable charter or organizational documentsMerger Sub, except, in each case, as would not be material to the Company and its Subsidiaries, taken as a whole. (c) Each of the Company’s Subsidiaries is , CACI International, Inc., CACI, INC. — FEDERAL and Dagger Acquisition Corporation (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 incorporation 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 the failure to be so incorporated or organized, validly existing and in good standing would not have a Company Material Adverse Effect“DIG Purchase Agreement”).

Organization; Standing. (a) The Company is a limited liability company corporation duly organized, organized and validly existing and in good standing under the Laws of the State of Delaware. The Company , 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, and to own, lease and operate its assets and properties in all 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, qualified or in good standing would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse 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 Effect. True and complete copies of the Company Company’s Organizational Documents and are included in the organizational documents of each of the Company’s Subsidiaries, in each case, as amended and in effect as of the date hereof. The Filed Company is not in violation of the Company Organizational SEC Documents, and no Subsidiary of the Company each as so made available is in violation full force and effect on the date 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 wholethis Agreement. (cb) 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 incorporation or organization and (ii) 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 the failure to be so organized, existing or in good standing or have such power or authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company’s Subsidiaries is duly qualified to do business or is licensed and is in good standing (or the equivalentwhere such concept is recognized under applicable Law) in the jurisdictions each jurisdiction in which the conduct nature of its the business conducted by it or locations the character or location of its the properties and assets and/or properties owned or leased by it makes such qualification necessary, except where the failure to be so incorporated licensed, qualified or organized, validly existing and in good standing would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. True and complete copies of the certificate of incorporation and bylaws (or similar Organizational Documents) of the Subsidiaries of the Company, in each case, as amended to the date of this Agreement, have been made available to Parent or 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. Section 3.01(b) of the Company Disclosure Letter sets forth a true and complete list of each Subsidiary of the Company as of the date of this Agreement and its jurisdiction of incorporation or organization.

Organization; Standing. (a) The Company Parent is a limited liability 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 DelawareBermuda. The Company Each of Parent and Merger Sub has all requisite power and authority necessary to carry on its business as it is now being conducted, except (other than with respect to the due incorporation and valid existence of Parent or Merger Sub) as would not, individually or in the aggregate, reasonably be expected to own, lease have a Parent Material Adverse Effect. Each of Parent and operate its assets and properties in all material respects. The Company 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, qualified or in good standing would not not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect or preventEffect. A true, materially delay or impair correct and complete copy of each of Parent’s Memorandum of Association (xthe “Parent Charter”) and Parent’s Amended and Restated Bye-laws (the consummation by “Parent Bye-laws”) is included in 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 partyParent Filed SEC Documents. (b) The Company has made available to Parent true and complete copies of the Company Organizational Documents and the organizational documents of each of the Company’s Subsidiaries, in each case, as amended and in effect as of the date hereof. The Company is not in violation of the 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. (c) 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 incorporation 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 necessaryorganization, except where the failure to be so incorporated or organized, validly existing and in good standing would not not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect.

Organization; Standing. (a) The Company is a 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 Delawareits organization, except where the failure to be so organized, existing and in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Each of the Company and its Subsidiaries has all requisite power and authority necessary to own, lease and operate its properties and assets and to carry on its business as it is now being presently conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to ownhave, lease individually or in the aggregate, a Material Adverse Effect. Each of the Company and operate its assets and properties in all material respects. The Company 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, qualified or in good standing has not had and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse 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) Effect. The Company has made available to Parent true true, complete and complete 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 Organizational Documents and each “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X promulgated by the organizational documents of each SEC) of the Company’s Subsidiaries, in each case, as amended to and as in effect as 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 date hereofsearch 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 Company Organizational Documents, and no Subsidiary of the Company is in violation provisions 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 Organizational Documents and its Subsidiaries, taken as a whole. (c) Each none of the Company’s Subsidiaries is (i) duly incorporated 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, individually or organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its incorporation 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 necessaryaggregate, except where the failure to be so incorporated or organized, validly existing and in good standing would not have a Company Material Adverse Effect.

Organization; Standing. (a) The Each of the Company and its Subsidiaries is a limited liability company corporation or other organization duly organized, validly existing and in good standing under the Laws laws of the State jurisdiction of Delaware. The Company its incorporation or organization, has all the requisite power and authority necessary to carry on its business as it is now being conducted, and to own, lease and operate its assets properties and properties to carry on its business as now being conducted, except where the failure to be so organized, existing and in all material respects. The Company good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 9.3(c)) on the Company, and is duly licensed or qualified and in good standing 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 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, qualified or in good standing would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the Company. For purposes of this Agreement, "Subsidiary", when used with respect to any party, shall mean any corporation or preventother organization, materially delay whether incorporated or impair (x) unincorporated, at least a majority of the consummation 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 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 any Subsidiary is a party. (b) The Company . For purposes of this Agreement, the term "Significant Subsidiary" means a Subsidiary that has made available to Parent true and complete copies of the Company Organizational Documents and the organizational documents of each of the Company’s Subsidiariesassets or liabilities or that is actively carrying on any business activities, in each casebut shall not include any "Dagger Subsidiary", as amended and such term is defined in effect as of that certain Asset Purchase Agreement, dated on or about the date hereof. The Company is not in violation of the Company Organizational Documents, by and no Subsidiary of the Company is in violation of its certificates or articles of incorporationamong Parent, bylaws or other comparable charter or organizational documentsMerger Sub, except, in each case, as would not be material to the Company and its Subsidiaries, taken as a whole. (c) Each of the Company’s Subsidiaries is , CACI International, Inc., CACI, INC. -- FEDERAL and Dagger Acquisition Corporation (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 incorporation 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 the failure to be so incorporated or organized, validly existing and in good standing would not have a Company Material Adverse Effect"DIG Purchase Agreement").