Common use of Existence and Qualification; Power; Compliance With Laws Clause in Contracts

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 and Qualification; Power; Compliance With Laws. Parent and each of the Borrowers are (a) The Company is a corporation duly formedincorporated, validly existing and in good standing under the Laws of its jurisdiction of formation. Parent Delaware. (b) Each Borrower and each of the Borrowers are Guarantor is 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 Each Borrower and each of the Borrowers have Guarantor has all requisite corporate or partnership other organizational power (as applicable) and authority to conduct their respective its business, to own and lease their respective its Properties and to execute and deliver each Loan Document to which it each is a Party party and to perform its the Obligations. , except where the failure to have such power and authority would not constitute a Material Adverse Effect. (c) All outstanding shares Equity Interests of capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, paid and non-assessable assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent . (d) Each Borrower and each of the Borrowers are Guarantor is in compliance with all Laws and other legal requirements Requirements of Law applicable to their respective businessits business as at present conducted, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency Authority that are necessary for the transaction of their businessits business as at present conducted, except where the failure so to comply, file, register, qualify or obtain exemptions does would not constitute a Material Adverse Effect.

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

Existence and Qualification; Power; Compliance With Laws. Parent Borrower is a corporation duly formed, validly existing and each in good standing under the Laws of Delaware. Each of the Borrowers are Guarantors is a corporation or limited liability company duly formed, validly existing and in good standing under the Laws of its jurisdiction state of formation. Parent Borrower and each of the Borrowers Guarantors are duly qualified or registered to transact business and is are in good standing in each other jurisdiction in which the conduct of its their business or the ownership or leasing of its their 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 Borrower and each of the Borrowers Guarantor have all requisite corporate or partnership other organizational 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 each is a Party and to perform its the Obligations. All outstanding shares of the capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, paid and non-assessable 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 Borrower is in compliance with all Laws and other legal requirements Requirements of Law applicable to their respective businessits business as at present conducted, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has 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 businessits business as at present conducted, except where the failure so to comply, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent Borrower and each of the Borrowers are its Significant Subsidiaries is duly organized or formed, validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of formationincorporation or organization except where the failure to be in good standing could not reasonably be expected to have a Material Adverse Effect. Parent Borrower and each of the Borrowers are its Significant Subsidiaries is 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 Borrower and each of the Borrowers have its Significant Subsidiaries has all requisite corporate or partnership power (as applicable) and authority to (a) conduct their respective business, its business and to own and lease their respective Properties its Properties, except where the failure to do so would not result in a Material Adverse Effect and (b) to execute and deliver each Loan Document to which it is a Party party and to perform its ObligationsObligations hereunder and thereunder in all material respects. All outstanding shares of capital stock of Parent Borrower 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 its Significant Subsidiaries is in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency Authority that are necessary for the transaction of their its business, except where the failure so to comply, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent Borrower is a corporation duly formed, validly existing and each in good standing under the Laws of Delaware. Each of the Borrowers are Guarantors is a corporation duly formed, validly existing and in good standing under the Laws of its jurisdiction state of formation. Parent Borrower and each of the Borrowers Guarantors are duly qualified or registered to transact business and is are in good standing in each other jurisdiction in which the conduct of its their business or the ownership or leasing of its their 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 Borrower and each of the Borrowers Guarantor have all requisite corporate or partnership other organizational 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 each is a Party and to perform its the Obligations. All outstanding shares of the capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, paid and non-assessable 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 Borrower is in compliance with all Laws and other legal requirements Requirements of Law applicable to their respective businessits business as at present conducted, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has 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 businessits business as at present conducted, except where the failure so to comply, ------ file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent and each of the Borrowers are Each Borrower is duly formedformed or organized, validly existing and in good standing under the Laws of its jurisdiction of formationformation or organization. Parent is a corporation duly formed, validly existing and in good standing under the Laws of Nevada. Each Sibling Guarantor is duly formed or organized, validly existing and in good standing under the Laws of its state of formation or organization. Parent, each Borrower and each of the Borrowers are Sibling Guarantor is 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 Each of Parent, each Borrower and each of the Borrowers have Sibling Guarantor has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, to own and lease their respective its 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, paid and non-assessable assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Parent Each of Parent, each Borrower and each of the Borrowers Sibling Guarantor are in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has 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 its business, except where the failure to do so to comply, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent The Borrower is a corporation duly incorporated, validly existing and each in good standing under the Laws of Nevada. Each of the Borrowers are Subsidiaries of the Borrower is duly formed, validly existing and in good standing under the Laws of its state or jurisdiction of formation. Parent The Borrower and each of the Borrowers its Subsidiaries are duly qualified or registered to transact business and is are in good standing in each other jurisdiction in which the conduct of its their business or the ownership or leasing of its their 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 The Borrower and each of the Borrowers its Subsidiaries have all requisite corporate or partnership other organizational 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 each is a Party and to perform its the Obligations. All outstanding shares of the capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, paid and non-assessable 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 The Borrower is in compliance with all Laws and other legal requirements Requirements of Law applicable to their respective businessits business as at present conducted, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has 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 businessits business as at present conducted, except where the failure so to comply, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent and each of the Borrowers are (a) The Borrower is a limited liability company duly formed, validly existing and in good standing under the Laws of its jurisdiction Nevada. As of formation. Parent the Closing Date, the Borrower has no Subsidiaries and there are no Guarantors. (b) The Borrower and each of the Borrowers are Guarantor, if any, is 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 The Borrower and each of the Borrowers have Guarantor, if any, has all requisite corporate or partnership other organizational power (as applicable) and authority to conduct their respective its business, to own and lease their respective its Properties and to execute and deliver each Loan Document to which it each is a Party party and to perform its the Obligations. All outstanding shares of capital stock of Parent , except where the failure to have such power and authority would not constitute a Material Adverse Effect. (c) The Borrower and each of the Borrowers are duly authorizedGuarantor, validly issuedif any, 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 is in compliance with all Laws and other legal requirements Requirements of Law applicable to their respective businessits business as at present conducted, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency Authority that are necessary for the transaction of their businessits business as at present conducted, except where the failure so to comply, file, register, qualify or obtain exemptions does would not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent and each Each of the Borrowers are is a corporation or other legal entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of formationincorporation or organization. Parent and each Each of the Borrowers are is 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 Each of the Borrowers have has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, to own and lease their respective its Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. The chief executive offices of BVI are located in the British Virgin Islands. All outstanding shares of capital stock of Parent and each of the Borrowers are duly authorized, validly issued, fully paid, paid and non-assessable 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 its business, except where the failure so to comply, obtain authorizations, etc., file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent Each -------------------------------------------------------- of such Borrower and each of the Borrowers are its Subsidiaries is a corporation duly formed, validly existing and in good standing under the Laws of its the jurisdiction of formationits incorporation. Parent Each of such Borrower and each of the Borrowers are its Subsidiaries is duly qualified or registered to transact business business, and is in good standing standing, in each other any 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 Each of such Borrower and each of the Borrowers have its Subsidiaries has all requisite corporate or partnership power (as applicable) and authority to conduct their respective business, its business and to own and lease their respective Properties its Properties. Each Borrower has all requisite corporate power and authority to execute and deliver each Loan Document to which it is a Party party and to perform its Obligations. All outstanding shares of capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, nonassessable 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 issued in compliance with all Laws applicable state and federal securities and other legal requirements applicable to their respective business, have Laws. Each of such Borrower and its Subsidiaries has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has 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 its business, except where the failure so to comply, file, register, qualify ------ or obtain exemptions does not constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent and each of the Borrowers are Borrower is a corporation duly formed, validly existing and in good standing under the Laws laws of the state of its jurisdiction of formationincorporation, as described in the preamble to this Agreement. Parent and each of the Borrowers are Borrower is duly qualified or registered to transact business and business, is in good standing in its jurisdiction of incorporation and each other jurisdiction jurisdiction, in which the conduct of its business or the ownership or leasing of its Properties 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 reasonably be expected to have a Material Adverse Effect. Parent The chief executive offices and each principal place of business of Borrower are located at the Borrowers have addresses for notices set forth for Borrower in the signature pages to this Agreement. Borrower has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, to own and lease their respective Properties its properties and to execute and deliver each Loan Document to which it is a Party party and to perform its the Obligations. All outstanding shares of capital stock of Parent and each of the Borrowers Borrower are duly authorized, validly issued, fully paid, and non-assessable and no holder thereof has any enforceable right of rescission under any issued in compliance with all applicable state or and federal securities and other Laws. Parent and each of the Borrowers are Borrower is in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency governmental agency that are necessary for the transaction of their its business, except where the failure so to comply, file, register, qualify or obtain exemptions does would not constitute reasonably be expected to have a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Parent Each Borrower is a corporation duly formed and each of the Borrowers are duly formed, validly existing and under the Laws of its jurisdiction of incorporation. Each Borrower incorporated under the Laws of a jurisdiction within the United States is in good standing under the Laws of its such jurisdiction of formationincorporation. Parent Schedule 4.1 hereto correctly sets forth the names, form of legal entity, number of shares of capital stock (or other applicable unit of equity interest) issued and each outstanding, and the record owner thereof and jurisdictions of the Borrowers are organization of all Borrowers. Each Borrower is 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 Each Borrower has all requisite corporate or partnership power (as applicable) and authority to conduct their respective its business, to own and lease their respective its 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 Borrower are duly authorized, validly issued, fully paid, paid and non-assessable 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 Each Borrower is in compliance with all Laws and other legal requirements applicable to their respective its business, have has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have has 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 its business, except where the failure so to comply, obtain authorizations, etc., file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.