definiens: ( within themeaning of Rule 1 - 02 of Regulation S - X of the SEC ) ( collectively, the ) is duly organized, validly existing and in good standing underthe laws of the jurisdiction of its incorporation or formation and has therequisite corporate or other power and authority necessary to own, lease andoperate its properties and to carry on its business as it is now beingconducted . Each of Parent, Merger Sub and each of the Parent Subsidiaries isduly qualified or licensed as a foreign corporation or entity to do business, and is in good standing, in each jurisdiction where the character of itsproperties owned, leased or operated by it or the nature of its activities makessuch qualification or licensing necessary, except where the failure to be soduly qualified or licensed and in good standing would not, individually or inthe aggregate, reasonably be expected to have any materially adverse effect onthe business, assets, liabilities, financial condition or results of operationsof Applera Corporation -- [COMPANY] Genomics Group, taken as a whole, other than anysuch effect resulting from any change, effect, event, occurrence, state of factsor development relating to the industry in which Parent operates in general andnot specifically relating to Parent or on the ability of Parent and Merger Subto perform its obligations under this Agreement ( a ) . Parent has made available to the Company complete and correct copiesof its certificate of incorporation and by - laws and the certificate ofincorporation and by - laws of Merger Sub