Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 16 contracts
Samples: Credit Agreement (US Foods Holding Corp.), Credit Agreement (US Foods Holding Corp.), Abl Credit Agreement (US Foods Holding Corp.)
Corporate Existence; Compliance with Law. Each of Holdings, the Loan Parties Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is is, or will be on or before the date set forth in subsection 6.12, duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where except to the extent that the failure to so qualify could not, in the aggregate, reasonably be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 12 contracts
Samples: Credit Agreement (L 3 Communications Holdings Inc), Credit Agreement (L 3 Communications Corp), Credit Agreement (L 3 Communications Corp)
Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company or an unlimited company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 10 contracts
Samples: Credit Agreement (Hd Supply, Inc.), Credit Agreement (Hd Supply, Inc.), Abl Credit Agreement (Hd Supply, Inc.)
Corporate Existence; Compliance with Law. Each The Borrower and each of the Loan Parties its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation or formationorganization, except to the extent that the failure of the Subsidiaries to be so organized, validly existing and in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such power, authority and legal right would not could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws Laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification, other than in such jurisdictions where except to the extent failure to so qualify or be so qualified and in good standing would not could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law, including, without limitation, with respect to environmental laws, except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 7 contracts
Samples: Credit Agreement (White Mountains Insurance Group LTD), Credit Agreement (Symetra Financial CORP), Credit Agreement (Symetra Financial CORP)
Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of the jurisdiction of its incorporation or formation, except (other than with respect to the Borrower), to the extent that the failure to be organized, existing and (to the extent applicable) in good standing would not reasonably be expected to have a Material Adverse Effect, (b) has the corporate or other organizational power and authority, and the legal right, right to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and (to the extent applicable) in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 7 contracts
Samples: Fourth Amendment (Cornerstone Building Brands, Inc.), Credit Agreement (Core & Main, Inc.), First Amendment (Core & Main, Inc.)
Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 5 contracts
Samples: Credit Agreement (Atkore International Group Inc.), Intercreditor Agreement (Atkore International Group Inc.), Credit Agreement (Unistrut International Holdings, LLC)
Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation corporation, partnership or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 5 contracts
Samples: Credit Agreement (Hertz Corp), Credit Agreement (Hertz Global Holdings Inc), Credit Agreement (Hertz Global Holdings Inc)
Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of the jurisdiction of its incorporation or formation, except (other than with respect to the Parent Borrower), to the extent that the failure to be organized, existing and (to the extent applicable) in good standing would not reasonably be expected to have a Material Adverse Effect, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation corporation, partnership or a limited liability company and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and (to the extent applicable) in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 5 contracts
Samples: Credit Agreement (Hertz Corp), Credit Agreement (Hertz Corp), Credit Agreement (Hertz Global Holdings, Inc)
Corporate Existence; Compliance with Law. Each Credit Party and each of the Loan Parties its Restricted Subsidiaries (ai) is a limited liability company, unlimited liability company, partnership or corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationincorporation, (bii) has the corporate or other organizational power and authority, authority and the legal right, right to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would power, authority, or rights could not reasonably be reasonably expected to have a Material Adverse Effect, (ciii) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions except where the failure to be so qualified and in good standing would could not reasonably be reasonably expected to have a Material Adverse Effect and (div) is in compliance with all applicable Requirements of Law, except to the extent that the failure to comply therewith would notcould not reasonably be expected to, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Credit Agreement (NGL Energy Partners LP), Credit Agreement (NGL Energy Partners LP), Credit Agreement (NGL Energy Partners LP)
Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Credit Agreement (Hertz Corp), Credit Agreement (VWR International, Inc.), Credit Agreement (VWR International, Inc.)
Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower and its Subsidiaries (a) is duly organizedincorporated, validly existing and in good standing (or similar concept under applicable law, including, without limitation, the concept of active status under the laws of the State of Wisconsin) under the laws of the jurisdiction of its incorporation or formationincorporation, (b) has the corporate or other organizational power and authority, authority and the legal right, right to own and operate all its material property, to lease the material property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company or corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect qualification and (d) is in compliance with all Requirements of Law, ; except to the extent that the failure to comply therewith with any of (a) through (d) would not, either individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Credit Agreement (Journal Communications Inc), Credit Agreement (Journal Communications Inc), Credit Agreement (Journal Communications Inc)
Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower and Guarantor (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would could not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would could not reasonably be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would could not, individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Loan and Security Agreement (Nci Building Systems Inc), Loan and Security Agreement (Nci Building Systems Inc), Loan and Security Agreement (Nci Building Systems Inc)
Corporate Existence; Compliance with Law. Each of the Loan Borrower and the other Credit Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational requisite power and authority, and the legal right, authority to own and operate all its material property, to lease the material property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company to conduct business and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where qualification except to the extent that the failure to so qualify or be so qualified and in good standing would not could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect. The jurisdictions in which the Credit Parties as of the Closing Date are organized and qualified to do business are described on Schedule 3.3.
Appears in 3 contracts
Samples: Credit Agreement (Belden Inc.), Credit Agreement (Belden Inc.), Credit Agreement (Belden CDT Inc.)
Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing (or similar concept under applicable law, including, without limitation, the concept of active status under the laws of the State of Wisconsin) under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the limited liability company or corporate or other organizational power and authority, authority and the legal right, right to own and operate all its material property, to lease the material property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company or corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where qualification except to the extent that the failure to so qualify or be so qualified and in good standing would not be reasonably expected to not, in the aggregate, have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (C2 Inc), Credit Agreement (C2 Inc), Credit Agreement (C2 Inc)
Corporate Existence; Compliance with Law. Each of the Loan Parties Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, except (in the case of any Subsidiary) where the failure to do so could not reasonably be expected to have a Material Adverse Effect, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that where the failure to have such legal right would do so could not reasonably be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions except where the failure to be so qualified and in good standing would could not reasonably be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Key Energy Group Inc), Credit Agreement (Key Energy Group Inc), Credit Agreement (Key Energy Group Inc)
Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationincorporation, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Imagex Com Inc), Credit Agreement (Riverwood Holding Inc), And Collateral Agreement (Ev International Inc)
Corporate Existence; Compliance with Law. Each of the Loan Parties Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization (except as of the Closing Date only, to the extent such failure to be in good standing could not reasonably be determined to have a Material Adverse Effect), (b) has the corporate or other organizational requisite power and authority, and the legal rightall material licenses, permits and authorizations, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than qualification except in such jurisdictions where the failure to be so qualified and or in good standing would has not had, and could not reasonably be reasonably expected to have have, a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Muzak Holdings LLC), Credit Agreement (Business Sound Inc)
Corporate Existence; Compliance with Law. Each of the Loan Parties (a) except as set forth on Schedule 5.3, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and authority, and the legal right, right to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Emergency Medical Services CORP), Credit Agreement (Emergency Medical Services CORP)
Corporate Existence; Compliance with Law. Each of the Loan Parties The Borrower and each Subsidiary (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate corporate, partnership or other organizational power limited liability company power, as the case may be, and authority, and the legal right, to own and operate its propertyProperties, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except engaged and in which it proposes to be engaged after the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse EffectClosing Date, (c) is duly qualified as a foreign corporation or a limited liability company entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such each of which jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect is set forth on Schedule 3.2 hereto and (d) is in compliance with all Requirements of Law, except except, with respect to clause (c) and (d) above, to the extent that the failure to comply therewith would could not, in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Physicians Formula Holdings, Inc.), Credit Agreement (Physicians Formula Holdings, Inc.)
Corporate Existence; Compliance with Law. Each of the Loan Parties such Borrower and its Subsidiaries (a) is duly organized, validly existing and (in the case of the Company and its Material Subsidiaries) in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) in the case of the Company and its Material Subsidiaries, is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where except to the failure extent that all failures to be so qualified and could not, in good standing would not the aggregate, reasonably be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure all failures to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (Reebok International LTD), Credit and Guarantee Agreement (Reebok International LTD)
Corporate Existence; Compliance with Law. Each of the Loan Parties Obligor (ai) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (bii) has the corporate (or limited partnership or limited liability company or other organizational form of organization, as applicable) power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, and (ciii) is duly qualified as a foreign corporation (or a limited partnership or limited liability company or other form of organization, as applicable) and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where except to the extent that the failure to be so qualified and in good standing would not could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect Effect. Each of Kimco and (d) its Subsidiaries is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp)
Corporate Existence; Compliance with Law. Each The Parent and each of the Loan Parties (a) its Subsidiaries is a corporation or other legal entity duly organized, validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the its jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engagedorganization, except to the extent that where the failure to have such legal right be in good standing would not reasonably be reasonably expected likely to have a Material Adverse Effect. The Parent and each of its Subsidiaries (i) has the corporate power and authority and the legal right to own and operate its property and to conduct its business, (cii) is duly qualified as a foreign corporation or a limited liability company other legal entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation ownership of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and (diii) is in compliance with all Requirements of Law, except where (a) the failure to have such power, authority and legal right as set forth in clause (i) hereof, (b) the extent that failure to be so qualified or in good standing as set forth in clause (ii) hereof, or (c) the failure to comply therewith would notwith Requirements of Law as set forth in clause (iii) hereof, is not reasonably likely, in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (MEADWESTVACO Corp), Credit Agreement (WestRock Co)
Corporate Existence; Compliance with Law. Each of the Loan Parties Borrowers and their respective Subsidiaries (a) is duly organized, validly existing and (in the case of the Company and its Material Subsidiaries) in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) in the case of the Company and its Material Subsidiaries, is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where except to the failure extent that all failures to be so qualified and could not, in good standing would not the aggregate, reasonably be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure all failures to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (Reebok International LTD), Credit and Guarantee Agreement (Reebok International LTD)
Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower, each Restricted Subsidiary and each other Subsidiary Guarantor (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its propertymaterial properties, to lease the property material properties it operates as lessee and to conduct the business businesses in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation corporation, partnership or a limited liability company company, as applicable, and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions qualification except where the failure to be so qualified and or in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with its certificate of incorporation and by-laws or other similar organizational or governing documents and with all Requirements of Law, Law except to the extent that the failure to comply therewith would could not, in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Affiliated Managers Group Inc), Credit Agreement (Affiliated Managers Group Inc)
Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower and its Subsidiaries (a) is a corporation duly organized, validly existing and in good standing (or similar concept under applicable law, including, without limitation, the concept of active status under the laws of the State of Wisconsin) under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and authority, authority and the legal right, right to own and operate all its material property, to lease the material property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where qualification except to the extent that the failure to so qualify or be so qualified and in good standing would not be reasonably expected to not, in the aggregate, have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Lacrosse Footwear Inc), Credit Agreement (Lacrosse Footwear Inc)
Corporate Existence; Compliance with Law. Each of the Loan Parties Party and each Specified Foreign Subsidiary (a) is a corporation or partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization (except no representation is made as to the good standing of any Subsidiary organized under the laws of a jurisdiction in which there is no concept of good standing), (b) has the corporate or other organizational partnership power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company to do business and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification, other than in such jurisdictions where qualification except to the extent that the failure to be so qualified and qualify would not, in good standing would not the aggregate, be reasonably expected likely to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected likely to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Panavision Inc), Credit Agreement (Panavision Inc)
Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Relocation Management Systems Inc), Credit Agreement (Us Office Products Co)
Corporate Existence; Compliance with Law. Each of the Loan Parties Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such power, authority or legal right would could not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and entity and, to the extent applicable under the laws of such jurisdiction, in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in any such jurisdictions jurisdiction where the failure to be so qualified and in good standing would could not reasonably be reasonably expected to have a Material Adverse Effect and (d) is in compliance with the terms of its Organizational Documents, and all Requirements of Law, Law and all Governmental Authorizations except to the extent that the failure to comply therewith would with all Governmental Authorizations and Requirements of Law could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Gogo Inc.), Assignment and Assumption (Gogo Inc.)
Corporate Existence; Compliance with Law. Each of the Loan Parties Guarantor, the Borrowers and their respective Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the limited partnership, limited liability company, corporate or other organizational power and authority, and the legal right, to own and Execution Version operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign limited partnership, limited liability company, corporation or a limited liability company other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect qualification and (d) is in compliance with all Requirements of LawLaw except, except in the case of clauses (c) and (d), to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Corporate Existence; Compliance with Law. Each of the Loan Parties Group Member (a) is duly organizedincorporated, organized or formed, validly existing and (where applicable), except as set forth on Schedule 4.3, in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee lessee, to license the property it exploits as licensee or licensor, and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company other organization and in good standing (where applicable) under the laws of each jurisdiction where its ownership, lease lease, licensing or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions except where the failure to be so qualified and in good standing would could not reasonably be reasonably expected to have cause a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have cause a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (CKX, Inc.)
Corporate Existence; Compliance with Law. Each of the Loan Parties Primary Borrower and the Active Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Dynatech Corp)
Corporate Existence; Compliance with Law. Each of the Loan Parties Company and its Subsidiaries (other than Foreign Subsidiaries and Inactive Subsidiaries) (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization (except on or formationprior to the Closing Date), (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification, other than in such jurisdictions where qualification except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) subject to the provisions of the Bankruptcy Code and entry of the Interim Financing Order (or the Final Financing Order, when applicable) by the Bankruptcy Court, has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of as a foreign corporation, and is duly authorized to do business, in each jurisdiction where its ownership, lease ownership or operation leasing of property or the conduct character of its business requires operations makes such qualificationqualification necessary, other than in such jurisdictions except where the failure to be so qualified and in good standing qualify would not reasonably be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure all failures to comply therewith would not, in the aggregate, not reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each of the Parent and each Loan Parties Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would could not be reasonably expected to have a Material Adverse EffectChange, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would could not be reasonably expected to have a Material Adverse Effect Change, and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would could not, in the aggregate, be reasonably expected to have a Material Adverse EffectChange.
Appears in 1 contract
Samples: Credit Agreement (Sirva Inc)
Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate (or other organizational appropriate) power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have possess such power, authority or legal right would could not reasonably be reasonably expected to have result in a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where except to the extent failure to be so qualified and in good standing would could not reasonably be reasonably expected to have result in a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each Borrower and each of the Loan Parties its Subsidiaries (a) is duly organized, validly existing and in good standing (to the extent applicable in the relevant jurisdiction of formation or its jurisdictional equivalent) under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation (or a limited liability company duly registered or its equivalent) to transact business and in good standing (or its jurisdictional equivalent) under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions qualification except where the failure to be so qualified and in good standing would could not reasonably be reasonably expected to have a Material Adverse Effect Effect, and (d) subject to Section 6.13(b), is in compliance with all Requirements of Law, Laws except to the extent that the its failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Joinder and Assumption Agreement (West Pharmaceutical Services Inc)
Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing (or similar concept under applicable law, including, without limitation, the concept of active status under the laws of the State of Wisconsin) under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational partnership power and authority, authority and the legal right, right to own and operate all its material property, to lease the material property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company partnership and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where qualification except to the extent that the failure to so qualify or be so qualified and in good standing would not be reasonably expected to not, in the aggregate, have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each of the Loan Parties Company and each Designated Subsidiary (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that engaged in each jurisdiction where the failure to have such legal power, authority or right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions qualification except where the failure so to be so qualified and in good standing would qualify could not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would could not, in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Dairy Mart Convenience Stores Inc)
Corporate Existence; Compliance with Law. Each of the Holding and each Loan Parties Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Sirva Inc)
Corporate Existence; Compliance with Law. Each of the Holdings and each Loan Parties Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Sirva Inc)
Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower and its Subsidiaries (a) is duly organized, validly existing and (in the case of the Borrower and its Material Subsidiaries) in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) in the case of the Borrower and its Material Subsidiaries, is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where except to the failure extent that all failures to be so qualified and could not, in good standing would not the aggregate, reasonably be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure all failures to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower, each Restricted Subsidiary and each other Subsidiary Guarantor (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its propertymaterial properties, to lease the property material properties it operates as lessee and to conduct the business businesses in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation corporation, partnership or a limited liability company company, as applicable, and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions qualification except where the failure to be so qualified and or in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with its certificate of incorporation and by-laws or other similar organizational or governing documents and with all Requirements of Law, except Lawexcept to the extent that the failure to comply therewith would could not, in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower ---------------------------------------- and its Active Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Dynatech Corp)
Corporate Existence; Compliance with Law. Each The Borrower and each of the Loan Parties its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) subject to the entry by the Bankruptcy Court of the Interim Order (or the Final Order when applicable) has the corporate or other organizational power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification, other than except as provided for in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect Schedule 5.3(c) and (d) is in compliance with all Requirements of Law, Law except as provided for in Schedule 5.3(d) and to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each of the Loan Parties Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization (except as of the Original Closing Date only, to the extent such failure to be in good standing could not reasonably be determined to have a Material Adverse Effect), (b) has the corporate or other organizational requisite power and authority, and the legal rightall material licenses, permits and authorizations, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than qualification except in such jurisdictions where the failure to be so qualified and or in good standing would has not had, and could not reasonably be reasonably expected to have have, a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each of the Loan Parties Company and its Subsidiaries (other than any non-Domestic Subsidiary which is not a Material Foreign Subsidiary) (a) is duly organized, validly existing and and, if applicable, in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and corporation, if applicable, and, if applicable, in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where qualification except to the extent that the failure to be so qualified and in good standing would not could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each of the Loan Parties Borrowers and its Subsidiaries (a) is duly organized, validly existing and in good standing (to the extent applicable in the relevant jurisdiction of formation or its jurisdictional equivalent) under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation (or a limited liability company duly registered or its equivalent) to transact business and in good standing (or its jurisdictional equivalent) under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions qualification except where the failure to be so qualified and in good standing would could not reasonably be reasonably expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law, Laws except to the extent that the its failure to comply therewith would could not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (West Pharmaceutical Services Inc)
Corporate Existence; Compliance with Law. Each of the Loan Parties Company and its Subsidiaries (a) is duly organized, validly existing and in good standing (or the equivalent in the applicable jurisdiction) under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate corporate, company or other organizational partnership power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation corporation, company or a limited liability company partnership and in good standing (or the equivalent in the applicable jurisdiction) under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification, other than in such jurisdictions where except to the extent that the failure to be so qualified and or in good standing would (or the equivalent in the applicable jurisdiction) could not reasonably be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would could not, individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (LKQ Corp)
Corporate Existence; Compliance with Law. Each of the Loan Parties Parent, the Company and the Subsidiaries of the Company (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Investment Agreement (Acterna Corp)
Corporate Existence; Compliance with Law. Each of the Loan Parties Borrower and its Subsidiaries (a) is duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationincorporation, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, engaged except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or a limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect Effect, and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Raci Holding Inc)