Corporate/Limited Liability Company/Limited Partnership Status. Each Loan Party (a) is a duly organized or incorporated and validly existing corporation, limited liability company, limited partnership, company or other business entity, as the case may be, in good standing (or, if applicable in a foreign jurisdiction, enjoys the equivalent status under the laws of such jurisdiction of organization outside the United States) under the laws of the jurisdiction of its organization or incorporation, (b) has the corporate or other applicable power and authority to own, lease and operate its properties and assets and to transact the business in which it is engaged and presently proposes to engage in all material respects and (c) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or the conduct of its business requires such qualifications, except for failures to be so qualified or in good standing which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except to the extent permitted by this Agreement, no Loan Party has taken any corporate action nor have any other steps been taken or legal proceedings been started or (to the best of its knowledge) threatened in writing against any of them for winding up, or dissolution or for the appointment of a liquidator, administrator, receiver, administrative receiver, trustee or similar officer of any of them or any or all of their assets or revenues nor have they sought any other relief under any applicable Debtor Relief Law.
Appears in 4 contracts
Samples: Credit Agreement (Seadrill Partners LLC), Credit Agreement (Seadrill Partners LLC), Credit Agreement (Seadrill Partners LLC)
Corporate/Limited Liability Company/Limited Partnership Status. Each Loan Party of the Borrower and its Restricted Subsidiaries (aother than any Inactive Subsidiary) (i) is a duly organized or incorporated and validly existing corporation, limited liability company, limited partnership, company or other business entity, as the case may be, in good standing (or, if applicable in a foreign jurisdiction, enjoys the equivalent status under the laws of such jurisdiction of organization outside the United States) under the laws of the jurisdiction of its organization or incorporation, (bii) has the corporate or other applicable power and authority to own, lease and operate own its properties property and assets and to transact the business in which it is engaged and presently proposes to engage in all material respects and (ciii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties property or the conduct of its business requires such qualifications, except for failures to be so qualified or in good standing which, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. Except to the extent permitted by this Agreement, no Loan Party neither the Borrower nor any of its Restricted Subsidiaries has taken any corporate action nor have any other steps been taken or legal proceedings been started or (to the best of its knowledgeknowledge and belief) threatened in writing against any of them for winding up, or dissolution or for the appointment of a liquidator, administrator, receiver, administrative receiver, trustee or similar officer of any of them or any or all of their assets or revenues nor have they sought any other relief under any applicable Debtor Relief Lawinsolvency or bankruptcy law.
Appears in 2 contracts
Samples: Management Agreement (Pacific Drilling S.A.), Management Agreement (Pacific Drilling S.A.)
Corporate/Limited Liability Company/Limited Partnership Status. Each Loan Party of the Borrower and its Restricted Subsidiaries (a) is a duly organized or incorporated and validly existing corporation, limited liability company, limited partnership, company or other business entity, as the case may be, in good standing (or, if applicable in a foreign jurisdiction, enjoys the equivalent status under the laws of such jurisdiction of organization outside the United States) under the laws of the jurisdiction of its organization or incorporation, (b) has the corporate or other applicable power and authority to own, lease and operate own its properties property and assets and to transact the business in which it is engaged and presently proposes to engage in all material respects and (c) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties property or the conduct of its business requires such qualifications, except for failures to be so qualified or in good standing which, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. Except to the extent permitted by this AgreementAgreement and pursuant to the Cases, no Loan Party neither the Borrower nor any of its Restricted Subsidiaries has taken any corporate action nor have any other steps been taken or legal proceedings been started or (to the best of its knowledgeknowledge and belief) threatened in writing against any of them for winding up, or dissolution or for the appointment of a liquidator, administrator, receiver, administrative receiver, trustee or similar officer of any of them or any or all of their assets or revenues nor have they sought any other relief under any applicable Debtor Relief Lawinsolvency or bankruptcy law.
Appears in 1 contract
Samples: Pacific Drilling S.A.
Corporate/Limited Liability Company/Limited Partnership Status. Each Loan Borrower Group Party (a) is a duly organized or incorporated and validly existing corporation, limited liability company, limited partnership, company or other business entity, as the case may be, in good standing (or, if applicable in a foreign jurisdiction, enjoys the equivalent status under the laws of such jurisdiction of organization outside the United States) under the laws of the jurisdiction of its organization or incorporation, (b) has the corporate or other applicable power and authority to own, lease and operate its properties and assets and to transact the business in which it is engaged and presently proposes to engage in all material respects and (c) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or the conduct of its business requires such qualifications, except for failures to be so qualified or in good standing which, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. Except to the extent permitted by this Agreement, no Loan Borrower Group Party has taken any corporate action nor have any other steps been taken or legal proceedings been started or (to the best of its knowledgeknowledge and belief) threatened in writing against any of them for winding up, or dissolution or for the appointment of a liquidator, administrator, receiver, administrative receiver, trustee or similar officer of any of them or any or all of their assets or revenues nor have they sought any other relief under any applicable Debtor Relief Lawinsolvency or bankruptcy law.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Dynagas LNG Partners LP)