Corporate Organization and Validity. (a) Borrower is a corporation duly organized and validly existing under the laws of its state of incorporation, is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state and other jurisdiction where the nature and extent of its business requires qualification, except where the failure to so qualify would not have a material adverse effect on Borrower's business, financial condition, Property or prospects. A list of all states and other jurisdictions where Borrower is qualified to do business is attached hereto as Exhibit "5.1" and made a part hereof.
Corporate Organization and Validity. (a) Borrower: (i) is a corporation, duly organized and validly existing under the Laws of the state of New York; (ii) has the appropriate power and authority to operate its business and to own its Property; and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not nor could not reasonably be predicted to have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower is qualified to do business is shown on Schedule 5.1 attached hereto and made part hereof.
Corporate Organization and Validity. (a) Each Borrower is a corporation duly organized and validly existing under the laws of the state identified as the state of incorporation in Section 1 above and is duly qualified, is in good standing and has lawful power and authority to engage in business in each state where the nature and extent of its business requires qualification except where the absence of good standing would not have a Material Adverse Effect. A list of all states and other jurisdictions where each Borrower is qualified to do business is attached hereto as Schedule "5.1" and made a part hereof.
Corporate Organization and Validity. (a) Borrower and each Subsidiary Guarantor (i) is duly organized and validly existing under the laws of the jurisdiction of its organization, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower and each Subsidiary Guarantor is qualified to do business is shown on Schedule “5.1” attached hereto and made part hereof.
Corporate Organization and Validity. (a) The Borrower and its domestic Subsidiaries are corporations duly organized and validly existing under the laws of their respective states (or countries or other jurisdictions, as applicable) of incorporation, are duly qualified, are validly existing and in good standing and have lawful power and authority to engage in the business each conducts in each state and each foreign country where the nature and extent of their businesses require qualification, except when the failure to so qualify would not have a Material Adverse Effect.
Corporate Organization and Validity. (a) Borrower is a corporation duly organized and validly existing under the laws of its state of incorporation, is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify will
Corporate Organization and Validity. (a) Borrower: (i) is a limited liability company, duly organized and validly existing under the Laws of the state of New York; (ii) has the appropriate power and authority to operate its business and to own its Property; and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not nor could not reasonably be predicted to have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower is qualified to do business is shown on Schedule 5.1 attached hereto and made part hereof. (b) The making and performance of this Agreement and the other Loan Documents will not violate any Law, government rule or regulation, court or administrative order or other such order, or the articles or organization or other governing documents of Borrower, or of Borrower’s shareholder’s agreement, operating agreement or partnership agreement, as applicable, or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Borrower is a party, or by which Borrower is bound. Borrower is not in violation of any term of any agreement or instrument to which it is a party or by which it may be bound which violation has caused or is reasonably likely to cause a Material Adverse Effect, or of its articles or organization or other governing documents, or of Borrower’s operating agreement or partnership agreement, as applicable. (c) Borrower has all requisite power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicable. (d) This Agreement, the Notes to be issued hereunder and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’rights generally and by general equitable principles. 5.2
Corporate Organization and Validity a. Borrower (i) is a corporation, organized and validly existing under the laws of the state of Delaware, (ii) has the appropriate corporate power and authority to operate its business and to own its Property, and (iii) is qualified and in good standing and has lawful power and authority to engage in the business it conducts in New York and in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not reasonably be expected to have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower is qualified to do business is shown on Schedule "5.1" attached hereto and made part hereof.
Corporate Organization and Validity. (a) Each Borrower and Surety is a corporation duly organized and validly existing under the laws of its state of incorporation, is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state and other jurisdiction where the nature and extent of its business requires qualification, except where the failure to so qualify would not have a material adverse effect on such Borrower's or Surety's business, financial condition, Property or prospects. A list of all states and other jurisdictions where any Borrower or Surety is qualified to do business is attached hereto as Exhibit "5.1" and made a part hereof.
Corporate Organization and Validity. (a) The Borrower and the Restricted Subsidiaries are corporations or limited liability companies duly organized and validly existing under the laws of their respective states (or countries or other jurisdictions, as applicable) of incorporation or formation, are duly qualified, are validly existing and in good standing and have lawful power and authority to engage in the business each conducts in each state and each foreign country where the nature and extent of their businesses require qualification, except when the failure to so qualify would not have a Material Adverse Effect.
