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

Existence and Qualification; Power; Compliance With Laws. Borrower is a corporation duly formed, validly existing and in good standing under the Laws of the State of California. Borrower is duly qualified or registered to transact business and is in good standing in the State of California, and 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 could not reasonably be expected to have a Material Adverse Effect. Borrower has all requisite power and authority to conduct its business, to own and lease 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 Borrower are located in San Dimas, California. All outstanding capital stock of Borrower is 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 or other Laws. Borrower is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business, except where the failure so to comply with Laws and other legal requirements applicable to its business, obtain authorizations, etc., file, register, qualify or obtain exemptions could not reasonably be expected to have a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Borrower is a corporation duly formed, validly existing and in good standing under the Laws of the State of CaliforniaDelaware. Borrower is duly qualified or registered to transact business and is in good standing in the State of California, California and 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 could would not reasonably be expected to have constitute a Material Adverse Effect. Borrower has all requisite power and authority to conduct its business, to own and lease 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 Borrower are located in San Dimas, California. All outstanding shares of capital stock of Borrower is 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 or other Laws. Borrower is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business, except where the failure so to comply with Laws and other legal requirements applicable to its businesscomply, obtain authorizations, etc., file, register, qualify or obtain exemptions could does not reasonably be expected to have constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Borrower is a corporation duly formed, validly existing and in good standing under the Laws of the State of CaliforniaDelaware. Borrower is duly qualified or registered to transact business and is in good standing in the State of California, California and 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 could would not reasonably be expected to have constitute a Material Adverse Effect. Borrower has all requisite power and authority to conduct its business, business and to own and lease its Properties Properties, except where the failure to have such power and authority would not constitute a Material Adverse Effect. Borrower has the requisite corporate power and authority to execute and deliver each Loan Document to which it is a Party party and to perform its Obligations. The chief executive offices of Borrower are located in San Dimas, California. All outstanding capital stock office of Borrower is 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 or other Lawslocated in California. Borrower is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business, except where the failure so to comply with Laws and other legal requirements applicable to its businesscomply, obtain authorizations, etc.consents, approvals, orders, licenses and permits or file, register, qualify or obtain exemptions could does not reasonably be expected to have constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Borrower is a corporation duly formed, validly existing and in good standing under the Laws of the State of CaliforniaDelaware. Borrower is duly qualified or registered to transact business and is in good standing in the State of California, California and 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 could would not reasonably be expected to have constitute a Material Adverse Effect. Borrower has all requisite power and authority to conduct its business, business and to own and lease its Properties Properties, except where the failure to have such power and authority would not constitute a Material Adverse Effect. Xxxxxxxx has the requisite corporate power and authority to execute and deliver each Loan Document to which it is a Party party and to perform its Obligations. The chief executive offices of Borrower are located in San Dimas, California. All outstanding capital stock office of Borrower is 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 or other Lawslocated in California. Borrower is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business, except where the failure so to comply with Laws and other legal requirements applicable to its businesscomply, obtain authorizations, etc.consents, approvals, orders, licenses and permits or file, register, qualify or obtain exemptions could does not reasonably be expected to have constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Borrower is a corporation duly formed, validly existing and in good standing under the Laws of the State Delaware. The chief executive offices of Borrower are in Carson, California. Borrower is duly qualified or registered to transact business and is in good standing in the State of California, California and 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 could would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations or condition (financial or otherwise) of Borrower and its Subsidiaries, taken as a whole. Borrower has all requisite power and authority to conduct its business, to own and lease its Properties and to execute execute, deliver and deliver each Loan Document to which it is a Party and to perform all of its Obligations. The chief executive offices of Borrower are located in San Dimas, CaliforniaObligations under the Credit Documents. All outstanding shares of capital stock of Borrower is are duly authorized, validly issued, fully paid and paid, non-assessable, assessable and no holder thereof has any enforceable right of rescission under any issued in compliance with all applicable state or and federal securities or and other Laws. Borrower is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business, except where the failure so to comply with Laws and other legal requirements applicable to its business, obtain authorizations, etc.comply, file, register, qualify or obtain exemptions could would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations or condition (financial or otherwise) of Borrower and its Subsidiaries, taken as a whole.

Existence and Qualification; Power; Compliance With Laws. Borrower is a corporation duly formed, validly existing and in good standing under the Laws of the State of California. Borrower is duly qualified or registered to transact business and is in good standing in the State of California, and 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 could not reasonably be expected to have a Material Adverse Effect. Borrower has all requisite corporate power and authority to conduct its business, to own and lease its Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. The As of the date hereof, the chief executive offices office of Borrower are is located in San DimasWatsonville, California. All outstanding capital stock of Borrower Borrower, is 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 or other Laws. Borrower is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business, except where the failure so to comply with Laws and other legal requirements applicable to its business, obtain authorizations, etc., file, register, qualify or obtain exemptions could not reasonably be expected to have a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Borrower is a corporation duly formed, validly existing and in good standing under the Laws of the State Delaware. The chief executive offices of Borrower are in Long Beach, California. Borrower is duly qualified or registered to transact business and is in good standing in the State of California, California and 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 could would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations or condition (financial or otherwise) of Borrower and its Subsidiaries, taken as a whole. Borrower has all requisite power and authority to conduct its business, to own and lease its Properties and to execute execute, deliver and deliver each Loan Document to which it is a Party and to perform all of its Obligations. The chief executive offices of Borrower are located in San Dimas, CaliforniaObligations under the Credit Documents. All outstanding shares of capital stock of Borrower is are duly authorized, validly issued, fully paid and paid, non-assessable, assessable and no holder thereof has any enforceable right of rescission under any issued in compliance with all applicable state or and federal securities or and other Laws. Borrower is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business, except where the failure so to comply with Laws and other legal requirements applicable to its business, obtain authorizations, etc.comply, file, register, qualify or obtain exemptions could would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations or condition (financial or otherwise) of Borrower and its Subsidiaries, taken as a whole.

Existence and Qualification; Power; Compliance With Laws. Borrower is a corporation duly formed, validly existing and in good standing under the Laws of Delaware. Parent is a corporation duly formed, validly existing and in good standing under the State Laws of CaliforniaCalifornia and Holdings is a corporation duly formed, validly existing and in good standing under the Laws of Delaware. Borrower Each of the Loan Parties is duly qualified or registered to transact business and is in good standing in the State of California, and 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 could would not constitute a Material Adverse Effect. Schedule 4.1 sets forth all States and other jurisdictions where the Loan Parties are qualified to do business, and where the failure to so qualify is reasonably be expected likely to have a Material Adverse Effect. Borrower Each of the Loan Parties has all requisite corporate power and authority to conduct its business, to own and lease 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 office of Borrower are each of the Loan Parties is located in San DimasCommerce, California. All outstanding shares of capital stock of Parent and Borrower is 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 or other Laws. Borrower Each of the Loan Parties is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business, except where the failure to so to comply with Laws and other legal requirements applicable to its business, obtain authorizations, etc.comply, file, register, qualify or obtain exemptions could does not reasonably be expected to have constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Borrower is a corporation duly formed, validly existing and in good standing under the Laws of the State of CaliforniaDelaware. Borrower is duly qualified or registered to transact business and is in good standing in the State of California, and 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 could would not reasonably be expected to have constitute a Material Adverse EffectEvent. Borrower Borrower, has all requisite power and authority to conduct its business, to own and lease 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 Borrower are located in San DimasAnaheim, California. All outstanding capital stock of Borrower is 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 or other Laws. Except as disclosed in Schedule 4.1 attached hereto and incorporated herein, Borrower is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business, except where the failure so to comply with Laws and other legal requirements applicable to its business, obtain authorizations, etc., file, register, qualify or obtain exemptions could does not reasonably be expected to have constitute a Material Adverse EffectEvent.

Existence and Qualification; Power; Compliance With Laws. Borrower is a corporation duly formed, validly existing and in good standing under the Laws of the State of CaliforniaDelaware. Borrower is duly qualified or registered to transact business and is in good standing in the State of California, California and 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 EXCEPT where the failure so to qualify or register and to be in good standing could would not reasonably be expected to have constitute a Material Adverse Effect. Borrower has all requisite corporate power and authority to conduct its business, to own and lease 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 office of Borrower are is located in San DimasGarden Grove, California. All outstanding shares of capital stock of Borrower is 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 or other Laws. Borrower is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business, except EXCEPT where the failure to so to comply with Laws and other legal requirements applicable to its business, obtain authorizations, etc.comply, file, register, qualify or obtain exemptions could does not reasonably be expected to have constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Borrower is a corporation duly formed, validly existing and in good standing under the Laws of the State of CaliforniaDelaware. Borrower is duly qualified or registered to transact business and is in good standing in the State of California, and 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 could would not reasonably be expected to have constitute a Material Adverse Effect. Borrower Borrower, has all requisite power and authority to conduct its business, to own and lease 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 Borrower are is located in San DimasPerris, California. All outstanding capital stock of Borrower is Borrower, 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 or other Laws. Borrower is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business, except where the failure so to comply with Laws and other legal requirements applicable to its business, obtain authorizations, etc., file, register, qualify or obtain exemptions could does not reasonably be expected to have constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Each Borrower is a corporation duly formed, validly existing and in good standing under the Laws of the State its state or other jurisdiction of Californiaorganization. Each Borrower is duly qualified or registered to transact business and is in good standing in the State its state or other jurisdiction of California, organization and 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 EXCEPT where the failure so to qualify or register and to be in good standing could would not reasonably be expected to have constitute a Material Adverse Effect. Each Borrower has all requisite power and authority to conduct its business, to own and lease its Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. The As of the Closing Date, the chief executive offices of Borrower the Parent are located in San Dimas, California. All outstanding shares of capital stock of each Borrower is 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 or other Laws. Each Borrower is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business, except EXCEPT where the failure so to comply with Laws and other legal requirements applicable to its businesscomply, obtain authorizations, etc., file, register, qualify or obtain exemptions could does not reasonably be expected to have constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Borrower is a corporation duly formed, validly existing and in good standing under the Laws of the State of CaliforniaNevada. Borrower is duly qualified or registered to transact business and is in good standing in the State of California, California and 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 EXCEPT where the failure so to qualify or register and to be in good standing could would not reasonably be expected to have constitute a Material Adverse Effect. Borrower has all requisite power and authority to conduct its business, to own and lease 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 Borrower are located in San Dimas, California. All outstanding shares of capital stock of Borrower is 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 or other Laws. Borrower is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business, except EXCEPT where the failure so to comply with Laws and other legal requirements applicable to its businesscomply, obtain authorizations, etc., file, register, qualify or obtain exemptions could does not reasonably be expected to have constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Borrower is a corporation duly formed, validly existing and in good standing under the Laws of the State of CaliforniaDelaware. Borrower is duly qualified or registered to transact business and is in good standing in the State of California, and 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 could would not reasonably be expected to have constitute a Material Adverse Effect. Borrower Borrower, has all requisite power and authority to conduct its business, to own and lease 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 Borrower are located in San DimasAnaheim, California. All outstanding capital stock of Borrower is 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 or other Laws. Borrower is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business, except where the failure so to comply with Laws and other legal requirements applicable to its business, obtain authorizations, etc., file, register, qualify or obtain exemptions could does not reasonably be expected to have constitute a Material Adverse Effect.

Existence and Qualification; Power; Compliance With Laws. Borrower is a corporation duly formed, validly existing and in good standing under the Laws of Nevada. Coast Resorts is a corporation duly formed, validly existing and in good standing under the State Laws of CaliforniaNevada. Borrower and each other Obligor is duly qualified or registered to transact business and is in good standing in the State of California, and 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 could may not reasonably be expected to have a Material Adverse Effect. Borrower and each other Obligor has all requisite requi site corporate or other organizational power and authority to conduct its business, to own and lease its Properties and to execute and deliver each Loan Document to which it is a Party party and to perform its Obligations. The chief executive offices of Borrower are located in San Dimas, California. All outstanding shares of the capital stock of Borrower is and each other Obligor are duly authorized, authorized and validly issued, fully paid and non-assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities or other Laws. Borrower and each other Obligor is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 its business, except where the failure so to comply with Laws and other legal requirements applicable to its business, obtain authorizations, etc.comply, file, register, qualify or obtain exemptions could may not reasonably be expected to have a Material Adverse Effect.