Common use of Due Organization, Good Standing and Power Clause in Contracts

Due Organization, Good Standing and Power. Section 3.1(a) of the Seller Schedule sets forth a true, complete and correct list of all the Subsidiaries, their respective jurisdictions of incorporation and the number of shares of capital stock of each Transferred Subsidiary outstanding and such number owned beneficially and of record by Seller or the Subsidiaries. Seller and each of the Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its property and to conduct the Analytical Instruments Business as currently conducted by it. Seller has all requisite corporate power and authority to enter into this Agreement and each of the other agreements contemplated hereby to be entered into by it and to perform its obligations hereunder and thereunder. Each Subsidiary has all requisite corporate power and authority to enter into each agreement contemplated hereby to be entered into by it and to perform its obligations thereunder. Each of Seller and each Subsidiary Asset Seller has all requisite corporate power and authority to convey good and marketable title to Buyer with respect to the Assets owned by it. Each Affiliate of Seller which owns Subsidiary Stock has all requisite corporate power and authority to enter into each agreement contemplated hereby to be entered into by it and to perform its obligations thereunder. Each Affiliate of Seller which owns Subsidiary Stock has all requisite corporate power and authority to convey good and marketable title to Buyer with respect to the Subsidiary Stock owned by it. Each of Seller and the Subsidiaries is duly authorized, qualified or licensed to do business as a foreign corporation and is in good standing in each of the jurisdictions in which its right, title or interest in or to any of the Assets held by it, or the conduct of the Analytical Instruments Business by it, requires such authorization, qualification or licensing, except where the failure to so qualify or to be in good standing would not, individually or in the aggregate, have a Seller Representation Adverse Effect or materially impair either (i) the ability

Due Organization, Good Standing and Power. Section 3.1(a) of the Seller Schedule sets forth a true, complete and correct list of all the Subsidiaries, their respective jurisdictions of incorporation and the number of shares of capital stock of each Transferred Subsidiary outstanding and such number owned beneficially and of record by Seller or the Subsidiaries. Seller and each of the Subsidiaries Schlumberger is a corporation duly incorporated, validly existing and in good standing under the laws of the Netherlands Antilles and has all requisite corporate power and authority under Applicable Law and its Charter Documents to own or lease and to operate its assets and to conduct or cause to be conducted the Schlumberger Seismic Business as it is now being conducted by Schlumberger. SOHL xx a corporation duly incorporated, validly existing and in good standing under the laws of the British Virgin Islands and has all requisite corporate power and authority under Applicable Law and its Charter Documents to own or lease and to operate its assets and to conduct or cause to be conducted the Schlumberger Seismic Business as it is now being conducted by SOHL. XXLC is a United Kingdom limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation U.K. and has the all requisite corporate power and authority under Applicable Law and its Charter Documents to own, own or lease and to operate its property assets and to conduct or cause to be conducted the Analytical Instruments Schlumberger Seismic Business as currently it is now being conducted by itSPLC. Seller SLBV is a Netherlands limited liability company duly organized, validly existing and in good standing under the laws of the Netherlands and has all requisite power and authority under Applicable Law and its Charter Documents to own or lease and to operate its assets and to conduct or cause to be conducted the Schlumberger Seismic Business as it is now being conducted by SLBV. STC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Texas and has all requisite corporate power and authority under Applicable Law and its Charter Documents to enter into this Agreement own or lease and to operate its assets and to conduct or cause to be conducted the Schlumberger Seismic Business as it is now being conducted by STC. Each subsidiary of Schlumberger that is being contributed to the Venture Entities as a part of the Schlumberger Seismic Business (each, a "SCHLUMBERGER SUBSIDIARY") and each of the other agreements contemplated hereby Affiliates of Schlumberger (excluding SOHL, XXLC, SLBV and STC) that is transferring or contributing assets or liabilities to the Venture Entities pursuant to this Agreement (collectively, the "SCHLUMBERGER TRANSFERRING AFFILIATES" and, together with the Schlumberger Subsidiaries, the "SCHLUMBERGER TRANSFERRING ENTITIES") is, or will be entered into by it at the Closing Date, a corporation, limited liability company or other entity duly organized and to perform validly existing under the laws of its obligations hereunder and thereunderjurisdiction of organization. Each Subsidiary of the Schlumberger Transferring Entities has all requisite corporate or other power and authority to enter into each agreement contemplated hereby own or lease and to operate its assets and to conduct the Schlumberger Seismic Business now being or to be entered into conducted by it and to perform its obligations thereunderat the time of the Closing. Each of Seller Schlumberger, SOHL, SPLC, SLBV, STC and each Subsidiary Asset Seller has all requisite corporate power and authority to convey good and marketable title to Buyer with respect to Schlumberger Transferring Entity is, or will be at the Assets owned by it. Each Affiliate of Seller which owns Subsidiary Stock has all requisite corporate power and authority to enter into each agreement contemplated hereby to be entered into by it and to perform its obligations thereunder. Each Affiliate of Seller which owns Subsidiary Stock has all requisite corporate power and authority to convey good and marketable title to Buyer with respect to the Subsidiary Stock owned by it. Each of Seller and the Subsidiaries is Closing Date, duly authorized, qualified or licensed to do business as a foreign corporation and is or other organization in good standing in each of the jurisdictions in which its right, title or interest in or to any of the Schlumberger Transferred Assets held by it, it or the conduct of the Analytical Instruments Schlumberger Seismic Business conducted by it, it requires such authorization, qualification or licensing, except where the failure to so qualify have such authorization, qualification or to be in good standing licensing would not, individually or in the aggregate, not have a Seller Representation Adverse Effect material adverse effect on the Schlumberger Seismic Business. Each of Schlumberger, SOHL, SPLC, SLBV and STC has all requisite corporate power and authority under Applicable Law and its Charter Documents to enter into this Agreement and the other Transaction Documents to which it is or materially impair either (i) will be a party and to perform its obligations hereunder and thereunder and to consummate the abilitytransactions contemplated hereby and thereby. Each Schlumberger Transferring Entity has, or will have at the Closing Date, all corporate or other requisite power and authority under Applicable Law and its Charter Documents to enter into the Transaction Documents to which it is or will be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby.

Due Organization, Good Standing and Power. Section 3.1(a) of the Seller Schedule sets forth a true, complete and correct list of all the Subsidiaries, their respective jurisdictions of incorporation and the number of shares of capital stock of each Transferred Subsidiary outstanding and such number owned beneficially and of record by Seller or the Subsidiaries. Seller and each of the Subsidiaries Cameron is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction State of its incorporation Delaware and has the requisite corporate power and authority to own, lease and operate its property and to conduct the Analytical Instruments Business as currently conducted by it. Seller has all requisite corporate power and authority under Applicable Law and its Charter Documents to enter into this Agreement own or lease and to operate its assets and to conduct or cause to be conducted the Cameron Subsea Business as it is now being conducted by Cameron. Each subsidiary of Cameron that is being contributed or transferred to the Venture Entities as a part of the Cameron Subsea Business (each, a “Cameron Transferred Subsidiary”) and each of the other agreements contemplated hereby Affiliates of Cameron that is transferring or contributing assets or liabilities to the Venture Entities pursuant to this Agreement (collectively, the “Cameron Transferring Affiliates” and, together with the Cameron Transferred Subsidiaries, the “Cameron Entities”) is, or will be entered into by it at the Closing Date, a corporation, limited liability company or other entity duly organized and to perform validly existing under the laws of its obligations hereunder and thereunderjurisdiction of organization. Each Subsidiary of the Cameron Entities has all requisite corporate or other power and authority to enter into each agreement contemplated hereby own or lease and to operate its assets and to conduct the Cameron Subsea Business now being or to be entered into conducted by it and to perform its obligations thereunderat the time of the Closing. Each of Seller Cameron and each Subsidiary Asset Seller has all requisite corporate power and authority to convey good and marketable title to Buyer with respect to Cameron Entity is, or will be at the Assets owned by it. Each Affiliate of Seller which owns Subsidiary Stock has all requisite corporate power and authority to enter into each agreement contemplated hereby to be entered into by it and to perform its obligations thereunder. Each Affiliate of Seller which owns Subsidiary Stock has all requisite corporate power and authority to convey good and marketable title to Buyer with respect to the Subsidiary Stock owned by it. Each of Seller and the Subsidiaries is Closing Date, duly authorized, qualified or licensed to do business as a foreign corporation and is or other organization in good standing in each of the jurisdictions in which its right, title or interest in or to any of the Cameron Transferred Assets held by it, it or the conduct of the Analytical Instruments Cameron Subsea Business conducted by it, it requires such authorization, qualification or licensing, except where the failure to so qualify have such authorization, qualification or licensing has not had and would not reasonably be expected to be in good standing would nothave, individually or in the aggregate, have a Seller Representation Material Adverse Effect on the Cameron Subsea Business. Cameron has all requisite corporate power and authority under Applicable Law and its Charter Documents to enter into this Agreement and the other Transaction Documents to which it is or materially impair either (i) will be a party and to perform its obligations hereunder and thereunder and to consummate the abilitytransactions contemplated hereby and thereby. Each Cameron Entity has, or will have at the Closing Date, all corporate or other requisite power and authority under Applicable Law and its Charter Documents to enter into the Transaction Documents to which it is or will be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby.

Due Organization, Good Standing and Power. Section 3.1(a) of the Seller Schedule sets forth a true, complete and correct list of all the Subsidiaries, their respective jurisdictions of incorporation and the number of shares of capital stock of each Transferred Subsidiary outstanding and such number owned beneficially and of record by Seller or the Subsidiaries. Seller and each of the Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its property and to conduct the Analytical Instruments Business as currently conducted by it. Seller has all requisite corporate power and authority to enter into this Agreement and each of the other agreements contemplated hereby to be entered into by it and to perform its obligations hereunder and thereunder. Each Subsidiary has all requisite corporate power and authority to enter into each agreement contemplated hereby to be entered into by it and to perform its obligations thereunder. Each of Seller and each Subsidiary Asset Seller has all requisite corporate power and authority to convey good and marketable title to Buyer with respect to the Assets owned by it. Each Affiliate of Seller which owns Subsidiary Stock has all requisite corporate power and authority to enter into each agreement contemplated hereby to be entered into by it and to perform its obligations thereunder. Each Affiliate of Seller which owns Subsidiary Stock has all requisite corporate power and authority to convey good and marketable title to Buyer with respect to the Subsidiary Stock owned by it. Each of Seller and the Subsidiaries is duly authorized, qualified or licensed to do business as a foreign corporation and is in good standing in each of the jurisdictions in which its right, title or interest in or to any of the Assets held by it, or the conduct of the Analytical Instruments Business by it, requires such authorization, qualification or licensing, except where the failure to so qualify or to be in good standing would not, individually or in the aggregate, have a Seller Representation Adverse Effect or materially impair either (i) the abilityability of Seller or such Subsidiary to perform its obligations hereunder or under any other agreement contemplated hereby to which it is a party or (ii) the ability of Buyer to own the Assets and Subsidiary Stock, and operate the Analytical Instruments Business, after the Closing (except as may be affected by considerations applicable to Buyer that would not be applicable to any other third party purchaser of the Analytical Instruments Business).

Due Organization, Good Standing and Power. Section 3.1(a) of the Seller Schedule sets forth a true, complete and correct list of all the Subsidiaries, their respective jurisdictions of incorporation and the number of shares of capital stock of each Transferred Subsidiary outstanding and such number owned beneficially and of record by Seller or the Subsidiaries. Seller and each of the Subsidiaries Cyclone is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction State of its incorporation Delaware and has the requisite corporate power and authority to own, lease and operate its property and to conduct the Analytical Instruments Business as currently conducted by it. Seller has all requisite corporate power and authority under Applicable Law and its Charter Documents to enter into this Agreement own or lease and to operate its assets and to conduct or cause to be conducted the Cyclone Subsea Business as it is now being conducted by Cyclone. Each subsidiary of Cyclone that is being contributed or transferred to the Venture Entities as a part of the Cyclone Subsea Business (each, a “Cyclone Transferred Subsidiary”) and each of the other agreements contemplated hereby Affiliates of Cyclone that is transferring or contributing assets or liabilities to the Venture Entities pursuant to this Agreement (collectively, the “Cyclone Transferring Affiliates” and, together with the Cyclone Transferred Subsidiaries, the “Cyclone Entities”) is, or will be entered into by it at the Closing Date, a corporation, limited liability company or other entity duly organized and to perform validly existing under the laws of its obligations hereunder and thereunderjurisdiction of organization. Each Subsidiary of the Cyclone Entities has all requisite corporate or other power and authority to enter into each agreement contemplated hereby own or lease and to operate its assets and to conduct the Cyclone Subsea Business now being or to be entered into conducted by it and to perform its obligations thereunderat the time of the Closing. Each of Seller Cyclone and each Subsidiary Asset Seller has all requisite corporate power and authority to convey good and marketable title to Buyer with respect to Cyclone Entity is, or will be at the Assets owned by it. Each Affiliate of Seller which owns Subsidiary Stock has all requisite corporate power and authority to enter into each agreement contemplated hereby to be entered into by it and to perform its obligations thereunder. Each Affiliate of Seller which owns Subsidiary Stock has all requisite corporate power and authority to convey good and marketable title to Buyer with respect to the Subsidiary Stock owned by it. Each of Seller and the Subsidiaries is Closing Date, duly authorized, qualified or licensed to do business as a foreign corporation and is or other organization in good standing in each of the jurisdictions in which its right, title or interest in or to any of the Cyclone Transferred Assets held by it, it or the conduct of the Analytical Instruments Cyclone Subsea Business conducted by it, it requires such authorization, qualification or licensing, except where the failure to so qualify have such authorization, qualification or licensing has not had and would not reasonably be expected to be in good standing would nothave, individually or in the aggregate, have a Seller Representation Material Adverse Effect on the Cyclone Subsea Business. Cyclone has all requisite corporate power and authority under Applicable Law and its Charter Documents to enter into this Agreement and the other Transaction Documents to which it is or materially impair either (i) will be a party and to perform its obligations hereunder and thereunder and to consummate the abilitytransactions contemplated hereby and thereby. Each Cyclone Entity has, or will have at the Closing Date, all corporate or other requisite power and authority under Applicable Law and its Charter Documents to enter into the Transaction Documents to which it is or will be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby.

Due Organization, Good Standing and Power. Section 3.1(a) of the Seller Schedule sets forth a true, complete and correct list of all the Subsidiaries, their respective jurisdictions of incorporation and the number of shares of capital stock of each Transferred Subsidiary outstanding and such number owned beneficially and of record by Seller or the Subsidiaries. Seller and each of the Subsidiaries Schlumberger is a corporation duly organizedincorporated, validly existing and in good standing under the laws of Curaçao and has all requisite corporate power and authority under Applicable Law and its Charter Documents to own or lease and to operate its assets and to conduct or cause to be conducted the Schlumberger Subsea Business as it is now being conducted by Schlumberger. Schlumberger US is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction State of its incorporation Texas and has the requisite corporate power and authority to own, lease and operate its property and to conduct the Analytical Instruments Business as currently conducted by it. Seller has all requisite corporate power and authority under Applicable Law and its Charter Documents to enter into this Agreement own or lease and to operate its assets and to conduct or cause to be conducted the Schlumberger Subsea Business as it is now being conducted by Schlumberger US. Schlumberger BV is a limited liability company duly formed, validly existing and in good standing under the laws of the Netherlands and has all requisite limited liability company power and authority under Applicable Law and its Charter Documents to own or lease and to operate its assets and to conduct or cause to be conducted the Schlumberger Subsea Business as it is now being conducted by Schlumberger BV. Each subsidiary of Schlumberger that is being contributed or transferred to the Venture Entities as a part of the Schlumberger Subsea Business (each, a “Schlumberger Transferred Subsidiary”) and each of the other agreements contemplated hereby Affiliates of Schlumberger (excluding Schlumberger US and Schlumberger BV) that is transferring or contributing assets or liabilities to the Venture Entities pursuant to this Agreement (collectively, the “Schlumberger Transferring Affiliates” and, together with the Schlumberger Transferred Subsidiaries, the “Schlumberger Entities”) is, or will be entered into by it at the Closing Date, a corporation, limited liability company or other entity duly organized and to perform validly existing under the laws of its obligations hereunder and thereunderjurisdiction of organization. Each Subsidiary of the Schlumberger Entities has all requisite corporate or other power and authority to enter into each agreement contemplated hereby own or lease and to operate its assets and to conduct the Schlumberger Subsea Business now being or to be entered into conducted by it and to perform its obligations thereunderat the time of the Closing. Each of Seller Schlumberger, Schlumberger US and Schlumberger BV and each Subsidiary Asset Seller has all requisite corporate power and authority to convey good and marketable title to Buyer with respect to Schlumberger Entity is, or will be at the Assets owned by it. Each Affiliate of Seller which owns Subsidiary Stock has all requisite corporate power and authority to enter into each agreement contemplated hereby to be entered into by it and to perform its obligations thereunder. Each Affiliate of Seller which owns Subsidiary Stock has all requisite corporate power and authority to convey good and marketable title to Buyer with respect to the Subsidiary Stock owned by it. Each of Seller and the Subsidiaries is Closing Date, duly authorized, qualified or licensed to do business as a foreign corporation and is or other organization in good standing in each of the jurisdictions in which its right, title or interest in or to any of the Schlumberger Transferred Assets held by it, it or the conduct of the Analytical Instruments Schlumberger Subsea Business conducted by it, it requires such authorization, qualification or licensing, except where the failure to so qualify have such authorization, qualification or licensing has not had and would not reasonably be expected to be in good standing would nothave, individually or in the aggregate, have a Seller Representation Material Adverse Effect on the Schlumberger Subsea Business. Each of Schlumberger, Schlumberger US and Schlumberger BV has all requisite corporate power and authority under Applicable Law and its Charter Documents to enter into this Agreement and the other Transaction Documents to which it is or materially impair either (i) will be a party and to perform its obligations hereunder and thereunder and to consummate the abilitytransactions contemplated hereby and thereby. Each Schlumberger Entity has, or will have at the Closing Date, all corporate or other requisite power and authority under Applicable Law and its Charter Documents to enter into the Transaction Documents to which it is or will be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby.

Due Organization, Good Standing and Power. Section 3.1(a) of the Seller Schedule sets forth a true, complete and correct list of all the Subsidiaries, their respective jurisdictions of incorporation and the number of shares of capital stock of each Transferred Subsidiary outstanding and such number owned beneficially and of record by Seller or the Subsidiaries. Seller and each of the Subsidiaries Storm is a corporation duly organizedincorporated, validly existing and in good standing under the laws of Curaçao and has all requisite corporate power and authority under Applicable Law and its Charter Documents to own or lease and to operate its assets and to conduct or cause to be conducted the Storm Subsea Business as it is now being conducted by Storm. Storm US is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction State of its incorporation Texas and has the requisite corporate power and authority to own, lease and operate its property and to conduct the Analytical Instruments Business as currently conducted by it. Seller has all requisite corporate power and authority under Applicable Law and its Charter Documents to enter into this Agreement own or lease and to operate its assets and to conduct or cause to be conducted the Storm Subsea Business as it is now being conducted by Storm US. Storm BV is a limited liability company duly formed, validly existing and in good standing under the laws of the Netherlands and has all requisite limited liability company power and authority under Applicable Law and its Charter Documents to own or lease and to operate its assets and to conduct or cause to be conducted the Storm Subsea Business as it is now being conducted by Storm BV. Each subsidiary of Storm that is being contributed or transferred to the Venture Entities as a part of the Storm Subsea Business (each, a “Storm Transferred Subsidiary”) and each of the other agreements contemplated hereby Affiliates of Storm (excluding Storm US and Storm BV) that is transferring or contributing assets or liabilities to the Venture Entities pursuant to this Agreement (collectively, the “Storm Transferring Affiliates” and, together with the Storm Transferred Subsidiaries, the “Storm Entities”) is, or will be entered into by it at the Closing Date, a corporation, limited liability company or other entity duly organized and to perform validly existing under the laws of its obligations hereunder and thereunderjurisdiction of organization. Each Subsidiary of the Storm Entities has all requisite corporate or other power and authority to enter into each agreement contemplated hereby own or lease and to operate its assets and to conduct the Storm Subsea Business now being or to be entered into conducted by it and to perform its obligations thereunderat the time of the Closing. Each of Seller Storm, Storm US and Storm BV and each Subsidiary Asset Seller has all requisite corporate power and authority to convey good and marketable title to Buyer with respect to Storm Entity is, or will be at the Assets owned by it. Each Affiliate of Seller which owns Subsidiary Stock has all requisite corporate power and authority to enter into each agreement contemplated hereby to be entered into by it and to perform its obligations thereunder. Each Affiliate of Seller which owns Subsidiary Stock has all requisite corporate power and authority to convey good and marketable title to Buyer with respect to the Subsidiary Stock owned by it. Each of Seller and the Subsidiaries is Closing Date, duly authorized, qualified or licensed to do business as a foreign corporation and is or other organization in good standing in each of the jurisdictions in which its right, title or interest in or to any of the Storm Transferred Assets held by it, it or the conduct of the Analytical Instruments Storm Subsea Business conducted by it, it requires such authorization, qualification or licensing, except where the failure to so qualify have such authorization, qualification or licensing has not had and would not reasonably be expected to be in good standing would nothave, individually or in the aggregate, have a Seller Representation Material Adverse Effect on the Storm Subsea Business. Each of Storm, Storm US and Storm BV has all requisite corporate power and authority under Applicable Law and its Charter Documents to enter into this Agreement and the other Transaction Documents to which it is or materially impair either (i) will be a party and to perform its obligations hereunder and thereunder and to consummate the abilitytransactions contemplated hereby and thereby. Each Storm Entity has, or will have at the Closing Date, all corporate or other requisite power and authority under Applicable Law and its Charter Documents to enter into the Transaction Documents to which it is or will be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby.