Common use of Due Organization and Qualification; Subsidiaries Clause in Contracts

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Domestic Subsidiaries (i) is duly incorporated or organized and existing and is, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, (ii) is qualified or registered to do business in any state or jurisdiction where the failure to be so qualified or registered could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Domestic Subsidiaries (i) is duly incorporated or organized and existing and is, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, (ii) is qualified or registered to do business in any state or jurisdiction where the failure to be so qualified or registered could reasonably be expected to result in a Material Adverse EffectChange, and (iii) upon entry of the Orders, as applicable, has all requisite power and authority to own and operate its material properties, to carry on its material business as now conducted and as proposed to be conductedconducted and (iv) upon entry of the Orders, as applicable, has all requisite power and authority to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Domestic Subsidiaries (i) is duly incorporated or organized and organized, validly existing and is, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified or registered and licensed to do business in any state or each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification or license, except to the extent the failure to be so qualified or registered licensed could not reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Domestic Subsidiaries (i) is duly incorporated organized or organized formed and existing and is, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, (ii) is qualified or registered licensed to do business in any state or jurisdiction where notice of its activities makes such qualification or license necessary or the failure to be so qualified or registered licensed reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Domestic Subsidiaries (i) is duly incorporated or organized and existing and is, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, (ii) is qualified or registered and licensed to do business in any state or jurisdiction where the failure to be so qualified individually or registered in the aggregate reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite organizational power and authority to own own, lease and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Due Organization and Qualification; Subsidiaries. (a) Each Parent and each Loan Party and each of its Domestic Subsidiaries (i) is duly incorporated formed or organized and organized, validly existing and is, to the extent applicable, in good standing under the laws of the jurisdiction of its formation or organization, as applicable, (ii) subject to Schedule 3.6, is qualified or registered to do business in any state or jurisdiction where the failure to be so qualified or registered could would reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Domestic Subsidiaries (i) is duly incorporated organized or organized and incorporated, validly existing and is, to the extent applicable, in good standing (where applicable) under the laws Laws of the jurisdiction of its organizationorganization or incorporation, (ii) is qualified or registered to do business in any province or state or other jurisdiction where the failure to be so qualified or registered could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Domestic Subsidiaries (i) is duly incorporated or organized and (if applicable) existing and is, to the extent applicable, in good standing under the laws of the jurisdiction of its organizationorganization or formation (as the case may be), (ii) is qualified or registered licensed to do business in any state jurisdiction where its activities make such qualification or jurisdiction license necessary, except where the failure to be so qualified or registered licensed could not reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party Parent and each of its Domestic Subsidiaries (i) is duly organized or incorporated or organized and existing and is, to the extent applicable, in good standing under the laws of the jurisdiction of its organizationorganization or incorporation, (ii) is qualified or registered to do business in any state or jurisdiction where the failure to be so qualified or registered could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Domestic Restricted Subsidiaries (i) is duly incorporated or organized and existing and is, to the extent applicable, in good standing (or the applicable equivalent thereof, if any) under the laws of the jurisdiction of its organization, (ii) is qualified or registered to do business in any state or jurisdiction where the failure to be so qualified or registered could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Domestic Subsidiaries (i) is duly incorporated or organized and existing and is, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, (ii) is qualified or registered to do business in any state or jurisdiction where the failure to be so qualified or registered could reasonably be expected to result in a Material Adverse Effect, and (iii) after giving effect to the Confirmation Order and the Plan of Reorganization, has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Domestic Restricted Subsidiaries (i) is duly incorporated or organized and existing and isand, to the extent applicableapplicable in the relevant jurisdiction of such Loan Party or Restricted Subsidiary, in good standing under the laws of the jurisdiction of its organization, (ii) is qualified or registered to do business in any state or jurisdiction where the failure to be so qualified or registered could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Domestic Subsidiaries (i) is duly incorporated or organized and existing and is, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, (ii) is qualified or registered to do business in any state or jurisdiction where the failure to be so qualified or registered could reasonably be expected to result in a Material Adverse Effect, and (iii) subject to any entry of the Interim Financing Order and the Final Financing Order, as applicable, has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Domestic Subsidiaries (i) is duly incorporated organized, formed, or organized incorporated, as the case may be, and existing and is, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, formation, or incorporation, as the case may be, (ii) is qualified or registered to do business in any state or jurisdiction where the failure to be so qualified or registered reasonably could reasonably be expected to result in a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Domestic Subsidiaries (i) is duly incorporated organized or organized incorporated, as appropriate, and existing and is, to the extent applicable, in good standing under the laws of the jurisdiction of its organizationorganization or incorporation, as appropriate (to the extent that such concept exists in the relevant jurisdiction), (ii) is qualified or registered to do business in any state or jurisdiction where the failure to be so qualified or registered could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Domestic Subsidiaries (i) is duly incorporated or organized and existing and is, to the extent applicable, in good standing (where applicable) under the laws of the jurisdiction of its organizationincorporation, organization or formation, (ii) is qualified or registered to do business in any state or jurisdiction where the failure to be so qualified or registered could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby; provided that in respect of any Foreign Subsidiary, this representation shall be subject to the Legal Reservations and Perfection Requirements (in each case, as applicable).

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Domestic Subsidiaries (i) is duly incorporated or organized and existing and is, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, (ii) is qualified or registered to do business in any state or jurisdiction where the failure to be so qualified or registered could reasonably be expected to result in a Material Adverse Effect, and Effect (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted where the failure to comply with this clause (iii) could reasonably be expected to result in a Material Adverse Effect and as proposed to be conducted(iv) has all requisite power and authority to, to enter into and perform under the Loan Documents to which it is a party and to carry out the transactions contemplated therebyTransactions.

Due Organization and Qualification; Subsidiaries. (ai) Each Loan Party Borrower and each of its Domestic Subsidiaries (iA) is duly incorporated or organized and existing and is, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, (iiB) is qualified or registered to do business in any state or jurisdiction where the failure to be so qualified or registered could reasonably be expected to result in a Material Adverse Effect, and (iiiC) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Due Organization and Qualification; Subsidiaries. (a) Each ii)Each Loan Party and each of its Domestic Subsidiaries (i) is duly incorporated or organized and existing and is, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, (ii) is qualified or registered to do business in any state (or jurisdiction in the case of the Canadian Loan Parties, province or territory) where the failure to be so qualified or registered could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own or lease and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Domestic Subsidiaries (i) is duly incorporated or organized and existing and is, to the extent applicable, in good standing (or, if such jurisdiction does not provide for good standing status, the equivalent status provided for in such jurisdiction) under the laws of the jurisdiction of its organization, (ii) is qualified or registered to do business in any state state, province or jurisdiction territory where the failure to be so qualified or registered could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Due Organization and Qualification; Subsidiaries. (a) Each a)Each Loan Party and each of its Domestic Subsidiaries (i) is duly incorporated or organized and existing and is, to the extent applicable, in good standing (or, if such jurisdiction does not provide for good standing status, the equivalent status provided for in such jurisdiction) under the laws of the jurisdiction of its organization, (ii) is qualified or registered to do business in any state state, province or jurisdiction territory where the failure to be so qualified or registered could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

Due Organization and Qualification; Subsidiaries. (a) Each Loan Party and each of its Domestic Subsidiaries (i) is duly incorporated or organized and existing and is, to the extent applicable, in good standing (or, if such jurisdiction does not provide for good standing status, the equivalent status provided for in such jurisdiction) under the laws of the jurisdiction of its organization, (ii) is qualified or registered to do business in any state or jurisdiction where the failure to be so qualified or registered could reasonably be expected to result in have a Material Adverse EffectChange, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.