Due Organization - Corporate Authorization. NO CONFLICTS.
Due Organization - Corporate Authorization. No Conflicts.
Due Organization - Corporate Authorization. No Conflicts. ---------------------------------------------------------
Due Organization - Corporate Authorization. No Conflicts. (a) Each Borrower presently is and shall hereafter remain in good standing as a corporation in the State referenced in the Preamble hereto and is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of such Borrower's assets or operation of such Borrower's business, such qualification may be necessary, except for such States in which failure to be so qualified and in good standing would not result in a Material Adverse Change.
Due Organization - Corporate Authorization. No Conflicts (a) The Borrower (i) Presently is and shall hereafter remain in good standing as a Massachusetts corporation. (ii) On or before August 2, 1999, the Borrower shall duly qualify in every State in which, by reason of the nature or location of the Borrower's assets or operation of the Borrower's business, such qualification may be necessary, except where the failure to so qualify would not have a material adverse effect on the business or assets of that Borrower and shall provide the Administrative Agent with Certificates of such qualification from the Secretaries of State of each State in which the Borrower so qualified. (iii) Remain in good standing as a Massachusetts corporation and after August 2, 1999, duly qualify in every State in which, by reason of the nature or location of the Borrower's assets or operation of the Borrower's business, such qualification may be necessary, except where the failure to so qualify would not have a Material Adverse Effect on the business or assets of that Borrower. (b) Each Related Entity is listed on EXHIBIT 5-2, annexed hereto. Each Related Entity is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity's assets or the operation of such entity's business, such qualification may be necessary. The Borrower shall provide the Administrative Agent with prior written notice of any entity's becoming or ceasing to be a Related Entity. (c) The Borrower shall not change its State of incorporation nor its taxpayer identification number. (d) The Borrower has all requisite corporate power and authority to execute and deliver all Loan Documents to which the Borrower is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (e) The execution and delivery by the Borrower of each Loan Document to which it is a party; the Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Borrower as contemplated hereby); the Borrower's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of the Borrower where suc...
Due Organization - Corporate Authorization. No Conflicts. --------------------------------------------------------- (a) The Borrower presently is and shall hereafter remain in good standing as a Delaware corporation and is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Borrower's assets or operation of the Borrower's business, such qualification may be desirable or necessary.
Due Organization - Corporate Authorization. No Conflicts.(a) The Borrowers presently are and shall hereafter remain in good standing as a corporation in the State referenced in the Preamble hereto and are and shall
Due Organization - Corporate Authorization. NO CONFLICTS. (a) The Borrower presently is and shall hereafter remain in good standing as a Delaware corporation and is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Borrower's assets or operation of the Borrower's business, failure to so qualify would have a material adverse affect.
Due Organization - Corporate Authorization. No Conflicts. (a) Each Borrower presently is and shall hereafter remain in good standing as a corporation organized under the laws of the State of its incorporation indicated in the Preamble to this Agreement and is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of that Borrower's assets or operation of that Borrower's business, such qualification is necessary. (b) Each Related Entity is listed on EXHIBIT 4:4-2, annexed hereto. Each Related Entity is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in each other State in which, by reason of that entity's assets or the operation of such entity's business, such qualification is necessary. The Lead Borrower shall provide the Agent with prior written notice of any entity's becoming or ceasing to be a Related Entity. (c) No Borrower shall change its State of incorporation without the Agent's prior consent. (d) Each Borrower has all requisite corporate power and authority to execute and deliver all Loan Documents to which the Borrowers are a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (e) The execution and delivery by each Borrower of each Loan Document to which it is a party; that Borrower's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Borrowers as contemplated hereby); that Borrower's performance under those of the Loan Documents to which it is a party; the borrowings
Due Organization - Corporate Authorization. NO CONFLICTS. (a) Each Borrower presently is in good standing as a corporation under the laws of the state of its respective incorporation, and is duly qualified and in good standing in every other State in which, by reason of the nature or location of that Borrower's assets or operation of that Borrower's business, such qualification may be necessary, except where the failure to so qualify would not have a material adverse effect on the business or assets of that Borrowers. The Borrowers' Representative shall provide the Administrative Agent with Certificates of such qualification from the Secretaries of State of each State in which each Borrower is so qualified.
