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

Corporate Existence, Power and Authority; Subsidiaries. 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 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 to which Borrower is a party and the transactions contemplated hereunder and thereunder are all within Borrower’s corporate powers, have been duly authorized and are not in contravention of law or the terms of Borrower’s certificate of incorporation, by-laws, or other organizational documentation, or any material indenture, agreement or undertaking to which Borrower is a party or by which Borrower or its property are bound. Assuming the due execution and delivery by Lender, this Agreement and the other Financing Agreements to which Borrower is a party, when executed and delivered, constitute legal, valid and binding obligations of Borrower enforceable in accordance with their respective terms. Borrower does not have any subsidiaries except as set forth on the Information Certificate.

Corporate Existence, Power and Authority; Subsidiaries. Each Borrower is a corporation duly organized and in good standing under the laws of its state jurisdiction 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 necessarynecessary (each such Borrower and jurisdiction is shown on SCHEDULE 8.1 attached hereto and made a part hereof), except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on such Borrower’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 to which Borrower is a party and the transactions contemplated hereunder and thereunder are all within such Borrower’s 's corporate powers, have been duly authorized and are not in contravention of law or the terms of such Borrower’s 's certificate of incorporation, by-laws, or other organizational documentation, or any material indenture, agreement or undertaking to which such Borrower is a party or by which such Borrower or its property are bound. Assuming the due execution and delivery by Lender, this This Agreement and the other Financing Agreements to which Borrower is a party, when executed and delivered, constitute legal, valid and binding obligations of such Borrower enforceable in accordance with their respective terms. Borrower does All of Crown's Subsidiaries that are not have any subsidiaries except named as set forth Borrowers herein are disclosed on the Information CertificateSCHEDULE 8.1.

Corporate Existence, Power and Authority; Subsidiaries. Borrower Parent is a corporation duly organized and in good standing under the laws of its state of incorporation and Ultralife (UK) is a limited liability company duly organized and validly existing under the laws of England. Each Borrower is duly qualified as a foreign corporation and is 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 either Borrower’s '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 to which Borrower is a party and the transactions contemplated hereunder and thereunder are all within each Borrower’s 's corporate powers, have been duly authorized and are not in contravention of law or the terms of either Borrower’s 's certificate of incorporation, by-laws, or other organizational documentation, or any material indenture, agreement or undertaking to which either Borrower is a party or by which either Borrower or its their respective property are bound. Assuming the due execution and delivery by Lender, this This Agreement and the other Financing Agreements to which Borrower is a party, when executed and delivered, constitute legal, valid and binding obligations of each Borrower enforceable in accordance with their respective terms. Borrower does Borrowers do not have any subsidiaries except as set forth on the Information Certificate.

Corporate Existence, Power and Authority; Subsidiaries. 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 such Borrower’s 's financial condition, results of operation or business or the rights of Lender Lenders' Agent or Lenders in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements to which Borrower is a party and the transactions contemplated hereunder and thereunder are all within each Borrower’s 's corporate powers, have been duly authorized by all necessary corporate and shareholder action and are not in contravention of law or the terms of each Borrower’s 's certificate of incorporation, by-laws, or other organizational documentation, or any material indenture, material agreement or material undertaking to which any Borrower is a party or by which any Borrower or its property are bound. Assuming the due execution and delivery by Lender, this This Agreement and the other Financing Agreements to which Borrower is a party, when executed and delivered, constitute legal, valid and binding obligations of Borrower Borrowers enforceable in accordance with their respective terms, subject to the effect on enforceability of (a) any bankruptcy, insolvency, reorganization, moratorium or similar laws effecting enforcement of creditors' rights generally and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Borrower does Borrowers do not have any subsidiaries except as set forth on the Information CertificateCertificate and except for any inactive subsidiary believed by Borrowers in good faith to have assets and liabilities of less than $10,000.

Corporate Existence, Power and Authority; Subsidiaries. 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 Borrower’s '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 to which Borrower is a party and the transactions contemplated hereunder and thereunder are all within Borrower’s 's corporate powers, have been duly authorized and are not in contravention of law or the terms of Borrower’s 's certificate of incorporation, by-laws, or other organizational documentation, or any material indenture, agreement or undertaking to which Borrower is a party or by which Borrower or its property are bound. Assuming the due execution and delivery by Lender, this Agreement and the other Financing Agreements to which Borrower is a party, when executed and delivered, constitute legal, valid and binding obligations of Borrower enforceable in accordance with their respective terms. Borrower does not have any subsidiaries except as set forth on the Information Certificate.

Corporate Existence, Power and Authority; Subsidiaries. Borrower Borrower, and each of its Subsidiaries, 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 Borrower’s '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 to which Borrower is a party and the transactions contemplated hereunder and thereunder are all within Borrower’s 's corporate powers, have been duly authorized and are not in contravention of law or the terms of Borrower’s 's certificate of incorporation, by-laws, or other organizational documentation, or any material indenture, agreement or undertaking to which Borrower is a party or by which Borrower or its property are bound, including without limitation, the Indenture and any and all agreements with Franchisors. Assuming the due execution and delivery by Lender, this This Agreement and the other Financing Agreements to which Borrower is a party, when executed and delivered, constitute legal, valid and binding obligations of Borrower enforceable in accordance with their respective terms. Borrower does not have any subsidiaries Subsidiaries or Affiliates except as set forth on the Information Certificate.

Corporate Existence, Power and Authority; Subsidiaries. Each Borrower is a corporation duly organized and in good standing under the laws of its state (or country) of incorporation (or organization) 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 Borrower’s 's financial condition, results of operation or business or the rights of Lender in or to any of the Collateralbusiness. The execution, delivery and performance of this Agreement, the other Financing Agreements to which Borrower is a party and the transactions contemplated hereunder and thereunder are all within each Borrower’s 's corporate powers, have been duly authorized and are not in contravention of law or the terms of each Borrower’s 's certificate of incorporation, by-laws, or other organizational documentation, or any material indenture, agreement or undertaking to which any Borrower is a party or by which any Borrower or its respective property are boundbound and which is material to the Company and its Consolidated Subsidiaries taken as a whole. Assuming the due execution and delivery by Lender, this This Agreement and the other Financing Agreements to which Borrower is a party, when executed and delivered, constitute legal, valid and binding obligations of Borrower Borrowers enforceable in accordance with their respective terms. Borrower does not Neither the Company nor the Borrowing Subsidiaries have any subsidiaries except as set forth on the Information Certificate.Schedule 8.1. 8.2

Corporate Existence, Power and Authority; Subsidiaries. Each Borrower is a corporation duly amalgamated or duly incorporated, as the case may be, validly existing and duly organized and in good standing under the laws of its state jurisdiction of incorporation and is duly qualified or registered 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 either Borrower’s '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 to which Borrower is a party and the transactions contemplated hereunder and thereunder are all within each Borrower’s 's corporate powers, have been duly authorized and are not in contravention of law or the terms of any Borrower’s 's certificate of incorporation, by-laws, or other organizational documentation, or any material indenture, agreement or undertaking to which a Borrower is a party or by which either Borrower or its property are bound. Assuming the due execution and delivery by Lender, this This Agreement and the other Financing Agreements to which Borrower is a party, when executed and delivered, constitute legal, valid and binding obligations of each Borrower enforceable in accordance with their respective terms. Neither Borrower does not have has any subsidiaries except as set forth on the Information Certificate.

Corporate Existence, Power and Authority; Subsidiaries. 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 such Borrower’s financial condition, results of operation or business or the rights of Agent or any Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements to which any Borrower is a party and the transactions contemplated hereunder and thereunder are all within such Borrower’s corporate or company powers, have been duly authorized and are not in contravention of law or the terms of such Borrower’s certificate of incorporationincorporation or formation, by-lawslaws or operating agreement, or other organizational documentation, or any material indenture, agreement or undertaking to which such Borrower is a party or by which such Borrower or its property are bound. Assuming the due execution and delivery by Lender, this This Agreement and the other Financing Agreements to which any Borrower is a party, when executed and delivered, party constitute legal, valid and binding obligations of such Borrower enforceable in accordance with their respective terms. Borrower does Borrowers do not have any subsidiaries except as set forth on the Information CertificateCertificates.

Corporate Existence, Power and Authority; Subsidiaries. Borrower is a corporation and each Obligor has been duly incorporated or organized and in good standing is validly existing under the laws of its state jurisdiction of incorporation or organization, as the case may be, and is duly qualified or registered 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 or register would not have a material adverse effect on Borrower’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 to which Borrower is a party and the transactions contemplated hereunder and thereunder are all within Borrower’s and each Obligor’s corporate powers, have been duly authorized and are not in contravention of law or the terms of Borrower’s or any Obligor’s certificate of incorporation, by-laws, or other organizational documentation, or any material indenture, agreement or undertaking to which Borrower or any Obligor is a party or by which Borrower or its any Obligor or their respective property are boundbound except to the extent that certain Collateral may not be assignable by law. Assuming the due execution and delivery by Lender, this This Agreement and the other Financing Agreements to which Borrower is a party, when executed and delivered, constitute legal, valid and binding obligations of Borrower enforceable in accordance with their respective terms, except as the same is limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and the discretion of the court as to the granting of equitable remedies. Borrower does not have any subsidiaries except as set forth on the Information CertificateCertificates.