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

Corporate Existence, Power and Authority. Each Borrower and Guarantor is an organization duly organized and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign entity 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 or Guarantor’s financial condition, results of operation or business or the rights of 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 (a) are all within each Borrower's and Guarantor’s organizational powers, (b) have been duly authorized, (c) are not in contravention of law (except as could not reasonably be expected to have a Material Adverse Effect) or the terms of any Borrower's or Guarantor’s certificate of incorporation, certificate of formation, by-laws, operating or limited liability company agreement or other organizational documentation, or except as could not reasonably be expected to have a Material Adverse Effect, any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor other than the liens, security interests, charges or other encumbrances granted in favor of Agent pursuant to this Agreement and the other Financing Documents. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of each Borrower and Guarantor enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor's rights generally any by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Existence, Power and Authority. Each Borrower and Guarantor is an organization a corporation or limited liability company duly organized and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign entity corporation or limited liability company 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 or Guarantor’s financial condition, results of operation or business or the rights of Agent 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 (a) are all within each Borrower's ’s and Guarantor’s organizational corporate or limited liability company powers, (b) have been duly authorized, (c) are not in contravention of law (except as could not reasonably be expected to have a Material Adverse Effect) or the terms of any Borrower's ’s or Guarantor’s certificate of incorporation, by laws, certificate of formation, by-lawsorganization, operating or limited liability company agreement or other organizational documentation, (d) will not result in a breach of or except as could not reasonably be expected to have constitute a Material Adverse Effect, default under any indenture, indenture or loan or credit agreement or undertaking any other agreement, lease or instrument to which any Borrower or Guarantor is a party or by which any such Borrower or Guarantor or its property are properties may be bound or affected (other than a default under the Existing Remington Notes Indenture (which shall not constitute an Event of Default under (and as defined in) the Existing Remington Notes Indenture before the passage of 30 days after Remington’s receipt of a notice of default thereunder without a cure by Remington) that will occur as a result of Remington’s incurrence of Indebtedness evidenced by the Senior Notes and the incurrence of the Indebtedness under this Agreement prior to payment or redemption of the Existing Remington Notes); and (de) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor (other than the liens, security interests, charges or other encumbrances granted in favor of Agent pursuant to this Agreement and the other Financing DocumentsPermitted Liens). This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of each such Borrower and Guarantor enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor's rights generally any by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Existence, Power and Authority. Each Borrower and Guarantor is an organization a corporation duly organized and in good standing under the laws of its jurisdiction state, province or country of organization incorporation and is duly qualified as a foreign entity or extra-provincial corporation and in good standing in all states states, provinces or other (domestic or foreign) 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 or Guarantor’s 's financial condition, results of operation or business or the rights of 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 (a) are all within each Borrower's and Guarantor’s organizational 's corporate powers, (b) have been duly authorized, (c) are not in contravention of applicable law (except as could not reasonably be expected to have a Material Adverse Effect) or the terms of any Borrower's or Guarantor’s 's certificate of incorporation, certificate of formation, by-laws, operating or limited liability company agreement or other organizational documentation, or except as could not reasonably be expected to have a Material Adverse Effect, any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge charge, hypothec, or other encumbrance upon any property of any Borrower or Guarantor other than the liens, security interests, charges or other encumbrances granted in favor of Agent pursuant to this Agreement and the other Financing DocumentsGuarantor. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of each such Borrower and Guarantor enforceable in accordance with their respective terms, terms except as such enforceability may be limited by applicable (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditor's creditors' rights generally any by and (ii) the application of general equitable principles of equity (regardless of whether enforcement such enforceability is sought by proceedings considered in a proceeding in equity or at law).

Corporate Existence, Power and Authority. Each Borrower of the Corporation and Guarantor its Subsidiaries is an organization a corporation or limited liability company, as applicable, duly organized and in good standing validly existing under the laws of its 12 jurisdiction of organization and is duly qualified as a foreign entity and in good standing corporation in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of its 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 or Guarantor’s financial condition, results of operation or business or the rights of Agent in or to any of the CollateralMaterial Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements agreements contemplated hereunder and the transactions contemplated hereunder and thereunder (a) are all within each Borrower's and Guarantorthe Corporation’s organizational corporate powers, (b) have been duly authorized, (c) are not in contravention of law (except as could not reasonably be expected to have a Material Adverse Effect) or the terms of the Corporation’s or any Borrower's or Guarantor’s certificate of its Subsidiaries’ articles of incorporation, certificate of formationbylaws, by-laws, operating or limited liability company agreement or other organizational documentation, or except as could not reasonably be expected to have a Material Adverse Effect, any indenture, agreement or undertaking to which the Corporation or any Borrower or Guarantor of its Subsidiaries is a party or by which any Borrower or Guarantor or its of their property are bound and is bound, (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of the Corporation or its Subsidiaries and (e) will not require any Borrower approval of shareholders or Guarantor other than any approval or consent of any Person under any contract of the liensCorporation or its Subsidiaries, security interests, charges except for such approvals or other encumbrances granted consents which will be obtained on or before the Closing Date and are disclosed in favor Schedule 3.1 of Agent pursuant to this Agreement and the other Financing DocumentsCorporation Disclosure Letter. This Agreement and the other Financing Agreements agreements contemplated hereunder have been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations obligation of each Borrower and Guarantor the Corporation enforceable in accordance with their respective terms, except as that its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditor's creditors’ rights generally any generally, and by general equitable principles (whether enforcement is sought principles. The execution, delivery and performance by proceedings in equity the Corporation of this Agreement and the agreements contemplated hereunder and the consummation of the transactions contemplated by this Agreement and the agreements contemplated hereunder do not and will not require any registration with, consent or at law)approval of or notice to, or other action to, with or by, any Governmental Authority or public body or subdivision thereof.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is an organization a corporation duly organized and in good standing under the laws of its jurisdiction state of organization incorporation and is duly qualified as a foreign entity 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 or Guarantor’s financial condition, results of operation or business or the rights of Agent 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 (a) are all within each Borrower's and ’s or Guarantor’s organizational corporate powers, as the case may be, (b) have been duly authorized, (c) are not in contravention of law (except as could not reasonably be expected to have a Material Adverse Effect) or the terms of any Borrower's ’s or Guarantor’s certificate of incorporation, certificate of formation, by-laws, operating or limited liability company agreement or other organizational documentation, or except as could not reasonably be expected to have a Material Adverse Effectany indenture (including without limitation, any indenturethe 2004 Senior Subordinated Note Indenture), agreement or other material mortgage, agreement, instrument or undertaking to which any Borrower or Guarantor is a party or by which any a Borrower or Guarantor or its any of their property are bound and (d) will not result in the creation or imposition ofin, or require or give rise to any obligation to grant, the creation or imposition of any lien, security interest, charge or other encumbrance upon any property of Borrowers or Guarantors under the 2004 Senior Subordinated Note Indenture or otherwise upon any property of any Borrower or Guarantor (other than the liens, security interests, charges or other encumbrances granted in favor of Agent pursuant to this Agreement and the other terms of the Financing DocumentsAgreements). This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of each such Borrower and Guarantor enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor's rights generally any by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Existence, Power and Authority. Each Borrower and Guarantor Guarantor, and each of its Subsidiaries, is an organization a corporation or limited liability company duly organized and in good standing under the laws of its jurisdiction state of organization incorporation or formation identified in its Information Certificate and is duly qualified as a foreign entity corporation or limited liability company 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 or Guarantor’s financial condition, results of operation or business or the rights of 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 by each Borrower and Guarantor (a) are all within each such Borrower's and ’s or Guarantor’s organizational corporate or limited liability company powers, (b) have been duly authorized, (c) are not in contravention of law (except as could not reasonably be expected to have a Material Adverse Effect) or the terms of any such Borrower's ’s or Guarantor’s certificate of incorporation, certificate of formation, by-laws, operating or limited liability company agreement or other organizational documentation, or except as could not reasonably be expected to have a Material Adverse Effect, any indenture, agreement or undertaking to which any such Borrower or Guarantor is a party or by which any such Borrower or Guarantor or its property are bound bound, except for those lease agreements of Xxxxxx for which Xxxxxx did not obtain consents from the parties thereto with respect to this Agreement, and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any such Borrower or Guarantor other than the liens, security interests, charges or other encumbrances granted liens in favor of Agent pursuant to this Agreement and the other Financing Documentsor any Lender as contemplated hereby. This Agreement and the other Financing Agreements to which each Borrower and Guarantor is a party constitute legal, valid and binding obligations of each such Borrower and or Guarantor enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor's rights generally any by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Corporate Existence, Power and Authority. Each Borrower and Guarantor is an organization a corporation duly organized and in good standing under the laws of its jurisdiction of organization incorporation and is duly qualified as a foreign entity 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 or Guarantor’s 's financial condition, results of operation or business or the rights of Agent 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 (a) are all within each Borrower's and Guarantor’s organizational 's corporate powers, (b) have been duly authorized, (c) are not in contravention of law (except as could not reasonably be expected to have a Material Adverse Effect) or the terms of any Borrower's or Guarantor’s 's certificate of incorporation, certificate of formation, by-laws, operating or limited liability company agreement or other organizational documentation, or except as could not reasonably be expected to have a Material Adverse Effect, any material indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor (other than the liens, security interests, charges or other encumbrances granted in favor of Agent pursuant to this Agreement and the other Financing DocumentsLender). This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of each such Borrower and Guarantor enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditor's creditors' rights generally any by and (ii) the application of general equitable principles of equity (regardless of whether enforcement such enforceability is sought by proceedings considered in a proceeding in equity or at law).

Corporate Existence, Power and Authority. Each Parent, Borrower and Guarantor each Restricted Subsidiary is an organization duly organized and in good standing under the laws of its jurisdiction state of organization and is duly qualified as a foreign entity 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 or Guarantor’s the financial condition, results of operation or business of Borrower individually, or Parent, Borrower and the Restricted Subsidiaries, taken as a whole, or the rights of Agent or any Lender in or to any the Collateral used in the calculation of the Borrowing Base or any material portion of any other Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Parent's, Borrower's and Guarantor’s organizational each Restricted Subsidiary's powers, (b) have been duly authorized, (c) are not in contravention of law (except as could not reasonably be expected to have a Material Adverse Effect) or the terms of any Parent's, Borrower's or Guarantor’s such Restricted Subsidiary's certificate of incorporation, certificate of formation, by-laws, operating or limited liability company agreement or other organizational documentation, or except as could not reasonably be expected to have a Material Adverse Effect, any indenture, agreement or undertaking to which any Parent, Borrower or Guarantor such Restricted Subsidiary is a party or by which any Parent, Borrower or Guarantor such Restricted Subsidiary's or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Parent, Borrower or Guarantor other than the liens, security interests, charges or other encumbrances granted in favor of Agent pursuant to this Agreement and the other Financing Documentssuch Restricted Subsidiary. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of each Borrower and Guarantor each Restricted Subsidiary enforceable in accordance with their respective terms, except as enforceability may be limited by applicable terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement enforceability of creditor's rights generally any and by general equitable principles of general applicability (regardless of whether enforcement such enforceability is sought by proceedings considered in a proceeding in equity or at law).

Corporate Existence, Power and Authority. Each Borrower and Guarantor is an organization a limited liability company or a corporation duly formed or organized and in good standing under the laws of its state or jurisdiction of incorporation or organization and is duly qualified as a foreign entity limited liability company or 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 or Guarantor’s financial condition, results of operation or business or the rights of 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 (a) are all within each Borrower's ’s and Guarantor’s organizational powers as a limited liability company or corporate powers, (b) have been duly authorized, (c) are not in contravention of law (except as could not reasonably be expected to have a Material Adverse Effect) or the terms of any Borrower's ’s or Guarantor’s articles of organization, operating agreement, certificate of incorporation, certificate of formation, by-laws, operating or limited liability company agreement or other organizational documentation, or except as could not reasonably be expected to have a Material Adverse Effect, any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor other than the liens, security interests, charges or other encumbrances granted in favor of Agent pursuant to this Agreement and the other Financing DocumentsGuarantor. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of each such Borrower and Guarantor enforceable in accordance with their respective termsterms , except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor's limiting creditors’ rights generally any and by general equitable principles principles. Neither of the Inactive Domestic Subsidiaries owns (whether enforcement is sought by proceedings or will own) any material assets or conducts or engages (or will conduct or engage) in equity or at law)any business.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is an organization a limited liability company or a corporation duly formed or organized and in good standing under the laws of its state or jurisdiction of incorporation or organization and is duly qualified as a foreign entity limited liability company or 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 or Guarantor’s financial condition, results of operation or business or the rights of 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 (a) are all within each Borrower's ’s and Guarantor’s organizational powers as a limited liability company or corporate powers, (b) have been duly authorized, (c) are not in contravention of law (except as could not reasonably be expected to have a Material Adverse Effect) or the terms of any Borrower's ’s or Guarantor’s articles of organization, operating agreement, certificate of incorporation, certificate of formation, by-laws, operating or limited liability company agreement or other organizational documentation, or except as could not reasonably be expected to have a Material Adverse Effect, any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor other than the liens, security interests, charges or other encumbrances granted in favor of Agent pursuant to this Agreement and the other Financing DocumentsGuarantor. This Agreement and the other Financing Agreements constitute to which any Borrower or Guarantor is a party constitutes the legal, valid and binding obligations of each such Borrower and Guarantor enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor's limiting creditors’ rights generally any and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)principles.