Existence and Qualification; Power; Compliance With Laws 62 Sample Clauses

Existence and Qualification; Power; Compliance With Laws 62. SECTION 4.2 Authority; Compliance With Other Agreements and Instruments and Government Regulations 63 SECTION 4.3 No Governmental Approvals Required 64 SECTION 4.4 Subsidiaries 64 SECTION 4.5 Financial Statements 64
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Existence and Qualification; Power; Compliance With Laws 62. SECTION 4.2 Authority; Compliance With Other Agreements and Instruments and Government Regulations 62 SECTION 4.3 No Governmental Approvals Required 63 SECTION 4.4 Subsidiaries 63 SECTION 4.5 Financial Statements 63 SECTION 4.6 No Other Liabilities; No Material Adverse Changes 64 SECTION 4.7 [Reserved] 64 SECTION 4.8 Litigation 64 SECTION 4.9 Binding Obligations 64 SECTION 4.10 No Default 64 SECTION 4.11 ERISA 64 SECTION 4.12 Regulations T, U and X; Investment Company Act 65 SECTION 4.13 Disclosure 65 SECTION 4.14 Tax Liability 65 SECTION 4.15 Projections 65 -ii- TABLE OF CONTENTS (continued) Page SECTION 4.16 Hazardous Materials 65 SECTION 4.17 Solvency 65 ARTICLE 5 AFFIRMATIVE COVENANTS (OTHER THAN INFORMATION AND REPORTING REQUIREMENTS) 66 SECTION 5.1 Preservation of Existence 66 SECTION 5.2 Maintenance of Properties 66 SECTION 5.3 Maintenance of Insurance 66 SECTION 5.4 Compliance With Laws 66 SECTION 5.5 Inspection Rights 66 SECTION 5.6 Keeping of Records and Books of Account 67 SECTION 5.7 Use of Proceeds 67 SECTION 5.8 Guarantors 67 ARTICLE 6 NEGATIVE COVENANTS 67 SECTION 6.1 Mergers and Other Fundamental Changes 67 SECTION 6.2 Hostile Acquisitions 68 SECTION 6.3 Change in Nature of Business 68 SECTION 6.4 Liens and Negative Pledges 68 SECTION 6.5 Minimum EBITDA 69 SECTION 6.6 Capital Expenditures 70 SECTION 6.7 Indebtedness 70 SECTION 6.8 Investments 72 SECTION 6.9 Dispositions 73 SECTION 6.10 Restricted Payments; Equity Issuances 75 SECTION 6.11 Prepayments, Etc. of Indebtedness 76 SECTION 6.12 Creation of Unrestricted Subsidiaries 76 SECTION 6.13 Loans to Detroit 76 ARTICLE 7 INFORMATION AND REPORTING REQUIREMENTS 76 SECTION 7.1 Financial and Business Information 76 SECTION 7.2 Compliance Certificates 79 -iii- TABLE OF CONTENTS (continued) Page ARTICLE 8 CONDITIONS 79 SECTION 8.1 Initial Advances on the Closing Date 79 SECTION 8.2 Any Increasing Advance 79 SECTION 8.3 Any Letter of Credit 79 ARTICLE 9 EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT 80 SECTION 9.1 Events of Default 80 SECTION 9.2 Remedies Upon Event of Default 82 ARTICLE 10 THE ADMINISTRATIVE AGENT 84 SECTION 10.1 Appointment and Authorization of Administrative Agent 84 SECTION 10.2 Delegation of Duties 85 SECTION 10.3 Liability of Administrative Agent 85 SECTION 10.4 Reliance by Administrative Agent 85 SECTION 10.5 Notice of Default 86 SECTION 10.6 Credit Decision; Disclosure of Information by Administrative Agent 86 SECTION 10.7 Indemnification of Administrative Agent 87 SE...
Sample 1

Related to Existence and Qualification; Power; Compliance With Laws 62

  • Existence and Qualification; Power; Compliance With Laws Parent and each of the Borrowers are duly formed, validly existing and in good standing under the Laws of its jurisdiction of formation. Parent and each of the Borrowers are duly qualified or registered to transact business and is in good standing in each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Parent and each of the Borrowers have all requisite corporate or partnership power (as applicable) and authority to conduct their respective business, to own and lease their respective Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. All outstanding shares of capital stock of Parent and each of the Borrowers are duly authorized, validly issued, fully paid, and non-assessable and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent and each of the Borrowers are in compliance with all Laws and other legal requirements applicable to their respective business, have obtained all authorizations, consents, approvals, orders, licenses and permits from, and have accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of their business, except where the failure so to comply, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

  • Existence, Qualification and Power; Compliance with Laws Each Loan Party and each of its Subsidiaries (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

  • Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default Each Loan Party and each Subsidiary of each Loan Party (i) is a corporation, partnership or limited liability company or unlimited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iii) is duly licensed or qualified and in good standing in each jurisdiction where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, (iv) has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 7.1.15 [Environmental Matters]) in all jurisdictions in which any Loan Party or Subsidiary of any Loan Party is presently or will be doing business except where the failure to do so would not constitute a Material Adverse Change, and (vi) has good and marketable title to or valid leasehold interest in all properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or is continuing.

  • Existence and Qualification Purchaser is a corporation organized, validly existing, and in good standing under the Laws of the state of Delaware.

  • Maintenance of Existence and Qualifications Each Restricted Person will maintain and preserve its existence and its rights and franchises in full force and effect and will qualify to do business in all states or jurisdictions where required by applicable Law, except where the failure so to qualify will not cause a Material Adverse Change.

  • Organization and Qualifications Customer and each of its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the power and authority to own its properties and assets and to transact the businesses in which it presently is engaged and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where it presently is engaged in business and is required to be so qualified.

  • Organization and Qualification of Seller Seller is a corporation and has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary.

  • Organization, Good Standing and Qualification The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

  • Organization, Qualification and Power The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all requisite corporate power and authority, and all governmental licenses, governmental authorizations, governmental consents and governmental approvals, required to carry on its business as now conducted and to own, lease and operate the assets and properties of the Company as now owned, leased and operated. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction in which the character or location of its properties and assets owned, leased or operated by the Company or the nature of the business conducted by the Company requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing in such other jurisdiction could not, individually or in the aggregate, have a Material Adverse Effect (as defined herein) on the Company. The Company has heretofore delivered to the Investors complete and accurate copies of its Articles of Incorporation and Bylaws, as currently in effect. The Company has previously delivered to the Investors a complete and accurate list of all jurisdictions in which the Company is qualified or licensed to do business as of the date hereof.

  • Organization and Qualification The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

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