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

Corporate Existence, Power and Authority. Each Guarantor is a corporation duly organized and in good standing under the laws of its jurisdiction of 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. The execution, delivery and performance of this Guarantee (a) are all within each Guarantor’s corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Guarantor’s 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 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 Guarantor, except, with respect to (c) and (d) above, where such contravention or result would not have a Material Adverse Effect. This Guarantee constitutes the legal, valid and binding obligation of each Guarantor enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or by general equitable principles. Any one Guarantor signing this Guarantee shall be bound hereby whether or not any other Guarantor or any other person signs this Guarantee at any time.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation duly organized and in good standing under the laws of its jurisdiction of 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 Effectmaterial 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 Guarantee Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of incorporation, by laws, or other organizational documentation, or any indenture, agreement or undertaking to which such any Borrower or Guarantor is a party or by which such 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, except, with respect to (c) and (d) above, where such contravention or result would not have a Material Adverse Effect. This Guarantee constitutes Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligation obligations of each such Borrower and Guarantor enforceable in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or by general equitable principles. Any one Guarantor signing this Guarantee shall be bound hereby whether or not any other Guarantor or any other person signs this Guarantee at any time.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation or limited liability company duly organized and in existence (in the case of a corporation organized under the laws of the State of Oregon) or otherwise in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign corporation and or limited liability company, and, to the extent applicable, 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. The execution, delivery and performance of this Guarantee Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or limited liability company powers, (b) have been duly authorized, (c) are not in contravention of applicable law in any material respect or the terms of any Borrower’s or Guarantor’s certificate of incorporation, by laws, or other organizational documentation, or any indenture, agreement or undertaking to which such any Borrower or Guarantor is a party or by which such 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, except, with respect to (c) and (d) above, where such contravention or result would not have a Material Adverse Effect. This Guarantee constitutes Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligation obligations of each such Borrower and Guarantor enforceable in accordance with its their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium reorganization, moratorium, or similar laws limiting law affecting creditors’ rights generally or and by general equitable principles. Any one Guarantor signing this Guarantee shall be bound hereby whether or not any other Guarantor or any other person signs this Guarantee at any timeprinciples of equity.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation or limited liability company duly organized and in good standing under the laws of its state, province or other jurisdiction of organization and is duly qualified as a foreign corporation or limited liability company, as applicable, 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. The execution, delivery and performance of this Guarantee Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower's and Guarantor’s 's corporate or limited liability company powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower's or Guarantor’s 's certificate of incorporation, by by-laws, certificate of formation, operating agreement or other organizational documentation, or any indenture, agreement or undertaking to which such any Borrower or Guarantor is a party or by which such 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, except, with respect to (c) and (d) above, where such contravention or result would not have a Material Adverse Effect. This Guarantee constitutes Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligation obligations of each such Borrower and Guarantor enforceable in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or by general equitable principles. Any one Guarantor signing this Guarantee shall be bound hereby whether or not any other Guarantor or any other person signs this Guarantee at any time.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation or limited liability company duly organized and in good standing under the laws of its state, province or other jurisdiction of organization and is duly qualified as a foreign corporation or limited liability company, as applicable, 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. The execution, delivery and performance of this Guarantee Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or limited liability company powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of incorporation, by laws, certificate of formation, operating agreement or other organizational documentation, or any indenture, agreement or undertaking to which such any Borrower or Guarantor is a party or by which such 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, except, with respect to (c) and (d) above, where such contravention or result would not have a Material Adverse Effect. This Guarantee constitutes Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligation obligations of each such Borrower and Guarantor enforceable in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or by general equitable principles. Any one Guarantor signing this Guarantee shall be bound hereby whether or not any other Guarantor or any other person signs this Guarantee at any time.

Corporate Existence, Power and Authority. Each Guarantor of Borrower, Guarantor, and Atlantic North is 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 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 Effectmaterial adverse effect on such Borrower’s or Guarantor’s or Atlantic North’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 Guarantee Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of incorporation, by by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which such any Borrower or Guarantor is a party or by which such 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 GuarantorBorrower or Guarantor other than in favor of the Agent, exceptthe Lenders, with respect to (c) the Noteholder Collateral Agent and (d) above, where such contravention or result would not have a Material Adverse Effectthe Noteholders as permitted in Section 9.8 hereof. This Guarantee constitutes Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligation obligations of each such Borrower and Guarantor enforceable in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or by general equitable principles. Any one Guarantor signing this Guarantee shall be bound hereby whether or not any other Guarantor or any other person signs this Guarantee at any time.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation duly organized and in good standing (or the foreign equivalent, if any) under the laws of its jurisdiction of organization and is duly qualified as a foreign corporation and in good standing (or the foreign equivalent, if any) 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. The execution, delivery and performance of this Guarantee Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate organizational documentation (or foreign equivalent), (d) are not in contravention of incorporation, by laws, or other organizational documentation, or any enforceable provision of any material indenture, agreement or undertaking to which such any Borrower or Guarantor is a party or by which such any Borrower or Guarantor or its property are bound 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, except, with respect to (c) and (d) above, where such contravention or result would not have a Material Adverse Effect. This Guarantee constitutes Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligation obligations of each such Borrower and Guarantor enforceable in accordance with its their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium reorganization or similar laws limiting creditors’ rights generally or law and by general equitable principles. Any one Guarantor signing this Guarantee shall be bound hereby whether or not any other Guarantor or any other person signs this Guarantee at any timeThe Dutch Borrower has taken all action required to comply with the Works Councils Act of the Netherlands (Wet op de ondernemingsraden) and obtained an unconditional advice (advies) from the competent works council(s).

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation duly organized and in good standing under the laws of its jurisdiction of 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 EffectEffect (provided, that, the foregoing shall not be construed to limit the rights of Borrowers and Guarantors with respect to transactions permitted under Section 9.7 hereof). The execution, delivery and performance of this Guarantee Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower's and each Guarantor’s 's corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower's or Guarantor’s 's certificate of incorporation, by by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which such any Borrower or Guarantor is a party or by which such 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 Guarantor, except, with respect Borrower or Guarantor except in favor of Agent pursuant to (c) this Agreement and (d) above, where such contravention or result would not have a Material Adverse Effectthe other Financing Agreements. This Guarantee constitutes Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligation obligations of each such Borrower and Guarantor enforceable in accordance with its their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium reorganization, moratorium, or similar laws limiting law affecting creditors’ ' rights generally or and by general equitable principles. Any one Guarantor signing this Guarantee shall be bound hereby whether or not any other Guarantor or any other person signs this Guarantee at any timeprinciples of equity.

Corporate Existence, Power and Authority. Each Guarantor Borrower is a corporation or limited liability company duly organized and in good standing under the laws of its jurisdiction of organization or formation and is duly qualified as a foreign 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 Effectmaterial adverse effect on such Borrower’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 Guarantee Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each GuarantorBorrower’s corporate or limited liability company powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any GuarantorBorrower’s certificate of incorporationincorporation or formation, by lawsbylaws, operating agreements or other organizational documentation, or any indenture, indenture or material agreement or undertaking to which such Guarantor any Borrower is a party or by which such Guarantor any Borrower 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 Guarantor, except, with respect to (c) and (d) above, where such contravention or result would not have a Material Adverse EffectBorrower. This Guarantee constitutes Agreement and the other Financing Agreements to which any Borrower is a party constitute legal, valid and binding obligation obligations of each Guarantor such Borrower enforceable in accordance with its their respective terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws limiting affecting the enforcement of creditors’ rights generally or by and general equitable principles. Any one Guarantor signing this Guarantee shall be bound hereby whether or not any other Guarantor or any other person signs this Guarantee at any timeprinciples of equity.