Common use of Corporate Existence, Power and Authority; Subsidiaries Clause in Contracts

Corporate Existence, Power and Authority; Subsidiaries. Guarantor is a corporation duly organized and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Guarantor's financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Guarantor's corporate powers, have been duly authorized and are not in contravention of law or the terms of Guarantor's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Guarantor is a party or by which Guarantor or its property are bound. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Guarantor enforceable in accordance with their respective terms. Guarantor does not have any subsidiaries except as set forth on the Information Certificate.

Corporate Existence, Power and Authority; Subsidiaries. Guarantor Each Borrower is a corporation duly organized and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Guarantorsuch Borrower's financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Guarantorsuch Borrower's corporate powers, have been duly authorized and are not in contravention of law or the terms of Guarantorsuch Borrower's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Guarantor such Borrower is a party or by which Guarantor such Borrower or its property are is bound. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Guarantor such Borrower enforceable in accordance with their respective terms. Guarantor Such Borrower does not have any subsidiaries except as set forth on the Information Certificate.

Corporate Existence, Power and Authority; Subsidiaries. Each Borrower and Guarantor is a corporation duly organized and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would has not had and could not reasonably be expected to have a material adverse Material Adverse Effect. After giving effect on Guarantor's financial conditionto the Order, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements Loan Documents and the transactions contemplated hereunder and thereunder are all within each Borrower's and Guarantor's corporate powers, have been duly authorized and are not in contravention of law or the terms of such Borrower's or Guarantor's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which such Borrower or Guarantor is a party or by which such Borrower or Guarantor or its property are bound. This After giving effect to the Order, this Agreement and the other Financing Agreements Loan Documents constitute legal, valid and binding obligations of each Borrower and Guarantor enforceable in accordance with their respective terms. No Borrower or Guarantor does not have has any subsidiaries Subsidiaries except as set forth on the Information CertificateSchedule IV hereto.

Corporate Existence, Power and Authority; Subsidiaries. Each Guarantor is a corporation duly incorporated, validly existing and duly organized and in good standing under the laws of its state jurisdiction of incorporation and is duly qualified as a foreign or extra-provincial corporation and in good standing in all provinces, states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Guarantor's Guarantors’ financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Guarantor's Guarantors’ corporate powers, have been duly authorized and are not in contravention of law or the terms of Guarantor's Guarantors’ certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Guarantor is Guarantors are a party or by which Guarantor Guarantors or its their property are bound. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Guarantor Guarantors enforceable in accordance with their respective terms. Guarantor does Guarantors do not have any subsidiaries except as set forth on the Information CertificateCertificates.

Corporate Existence, Power and Authority; Subsidiaries. Guarantor Each Borrower is a corporation duly organized and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Guarantorany such Borrower's financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Guarantoreach Borrower's corporate powers, have been duly authorized and are not in contravention of law or the terms of Guarantorany Borrower's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Guarantor any Borrower is a party or by which Guarantor any Borrower or its property are bound. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Guarantor enforceable in accordance with their respective terms. Guarantor does not have any subsidiaries except as set forth on the Information Certificate.binding

Corporate Existence, Power and Authority; Subsidiaries. Guarantor Borrower is a corporation duly organized and in good standing under the laws of its state province of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on GuarantorBorrower's financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within GuarantorBorrower's corporate powers, have been duly authorized and are not in contravention of law or the terms of GuarantorBorrower's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Guarantor Borrower is a party or by which Guarantor Borrower or its property are bound. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Guarantor Borrower enforceable in accordance with their respective terms. Guarantor Borrower does not have any subsidiaries except as set forth on the Information Certificate.

Corporate Existence, Power and Authority; Subsidiaries. Guarantor Each Borrower is a corporation duly organized and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Guarantora Borrower's financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Guarantoreach Borrower's corporate powers, have been duly authorized and are not in contravention of law or the terms of Guarantorany Borrower's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Guarantor any Borrower is a party or by which Guarantor any Borrower or its property are bound. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Guarantor Borrowers enforceable in accordance with their respective terms. Guarantor does Borrowers do not have any subsidiaries except as set forth on the Information Certificate. Except as set forth on Schedule 8.1, the Inactive Subsidiaries have no assets or liabilities and have conducted no business activities of any kind for the past three years.

Corporate Existence, Power and Authority; Subsidiaries. Guarantor Borrower ------------------------------------------------------ is a corporation duly organized and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on GuarantorBorrower's financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within GuarantorBorrower's corporate powers, have been duly authorized and are not in contravention of law or the terms of GuarantorBorrower's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Guarantor Borrower is a party or by which Guarantor Borrower or its property are bound. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Guarantor Borrower enforceable in accordance with their respective terms. Guarantor Borrower does not have any subsidiaries except as set forth on the Information Certificate.

Corporate Existence, Power and Authority; Subsidiaries. Guarantor Borrower is a ------------------------------------------------------ corporation duly organized and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on GuarantorBorrower's financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within GuarantorBorrower's corporate powers, have been duly authorized and are not in contravention of law or the terms of GuarantorBorrower's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Guarantor Borrower is a party or by which Guarantor Borrower or its property are bound. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Guarantor Borrower enforceable in accordance with their respective terms. Guarantor Borrower does not have any subsidiaries except as set forth on the Information Certificate.

Corporate Existence, Power and Authority; Subsidiaries. Each Guarantor ------------------------------------------------------ is a corporation duly organized and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on such Guarantor's financial condition, results of operation or business or the rights of Lender the Secured Party in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements Loan Documents and the transactions contemplated hereunder and thereunder are all within such Guarantor's corporate powers, have been duly authorized and are not in contravention of law or the terms of Guarantor's its certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which such Guarantor is a party or by which such Guarantor or its property are bound. This Agreement and the other Financing Agreements Loan Documents constitute legal, valid and binding obligations of such Guarantor enforceable in accordance with their respective terms. No Guarantor does not have has any subsidiaries except as set forth on the its Information Certificate.

Corporate Existence, Power and Authority; Subsidiaries. Guarantor is a corporation duly incorporated, validly existing and duly organized and in good standing under the laws of its state jurisdiction of incorporation and is duly qualified as a foreign or extra-provincial corporation and in good standing in all provinces, states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Guarantor's ’s financial condition, results of operation or business or the rights of Lender Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Guarantor's ’s corporate powers, have been duly authorized and are not in contravention of law or the terms of Guarantor's ’s certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Guarantor is a party or by which Guarantor or its property are is bound. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Guarantor enforceable in accordance with their respective terms. Guarantor does not have any subsidiaries except as set forth on the Information Certificate.

Corporate Existence, Power and Authority; Subsidiaries. Guarantor Each Obligor is a corporation or limited partnership duly organized and in good standing under the laws of its state of incorporation or organization and is duly qualified as a foreign corporation or limited partnership and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Guarantor's financial condition, results of operation or business or the rights of Lender in or Material Adverse Effect. Subject to any entry of the Collateral. The Interim Financing Order, the execution, delivery and performance of this Agreement, the other DIP Financing Agreements Documents and the transactions contemplated hereunder and thereunder are all within Guarantoreach Obligor's corporate powers, have been duly authorized and are not in contravention of law or the terms of Guarantorsuch Obligor's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Guarantor such Obligor is a party or by which Guarantor such Obligor or its property are Property is bound. This Agreement and the other DIP Financing Agreements Documents constitute legal, valid and binding obligations of Guarantor Obligors enforceable in accordance with their respective terms. Guarantor does not have No Obligor has any subsidiaries Subsidiaries except as set forth on the Information CertificateCertificates.

Corporate Existence, Power and Authority; Subsidiaries. Each Borrower and Guarantor is a corporation duly organized and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which necessary where the failure to so qualify would not have a material adverse effect on Guarantor's financial condition, results of operation or business or the rights of Lender in or to any of the CollateralMaterial Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within each Borrower's and Guarantor's corporate powers, have been duly authorized and are not in contravention of law or the terms of such Borrower's or Guarantor's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which such Borrower or Guarantor is a party or by which Guarantor such Borrower or its property are bound. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Guarantor Borrowers and Guarantors enforceable in accordance with their respective terms. Guarantor does Borrowers and Guarantors do not have any subsidiaries Subsidiaries except as set forth on the Information Certificate.

Corporate Existence, Power and Authority; Subsidiaries. Each Borrower and Guarantor is a corporation duly organized and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would has not had and could not reasonably be expected to have a material adverse effect on Guarantor's financial condition, results of operation or business or the rights of Lender in or to any of the CollateralMaterial Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements Loan Documents and the transactions contemplated hereunder and thereunder are all within each Borrower's and Guarantor's corporate powers, have been duly authorized and are not in contravention of law or the terms of such Borrower's or Guarantor's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which such Borrower or Guarantor is a party or by which such Borrower or Guarantor or its property are bound. This Agreement and the other Financing Agreements Loan Documents constitute legal, valid and binding obligations of each Borrower and Guarantor enforceable in accordance with their respective terms. No Borrower or Guarantor does not have has any subsidiaries Subsidiaries except as set forth on the Information CertificateSchedule III hereto.

Corporate Existence, Power and Authority; Subsidiaries. Guarantor Borrower is a corporation duly organized and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on GuarantorBorrower's financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within GuarantorBorrower's corporate powers, have been duly authorized and are not in contravention of law or the terms of GuarantorBorrower's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Guarantor Borrower is a party or by which Guarantor Borrower or its property are bound. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Guarantor Borrower enforceable in accordance with their respective terms. Guarantor Borrower does not have any subsidiaries except as set forth on the Information Certificate, and Borrower represents and warrants that such subsidiaries are and shall at all times continue to be inactive corporations without any assets (other than interests in foreign subsidiaries).

Corporate Existence, Power and Authority; Subsidiaries. Guarantor is ------------------------------------------------------ a corporation duly organized and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Guarantor's financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements Loan Documents and the transactions contemplated hereunder and thereunder are all within Guarantor's corporate powers, have been duly authorized and are not in contravention of law or the terms of Guarantor's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Guarantor is a party or by which Guarantor or its property are bound. This Agreement and the other Financing Agreements Loan Documents constitute legal, valid and binding obligations of Guarantor enforceable in accordance with their respective terms. Guarantor does not have any subsidiaries except as set forth on the Information Certificatesubsidiaries.