Existence; Compliance with Law; Ownership of Borrower Clause Samples
The 'Existence; Compliance with Law; Ownership of Borrower' clause primarily ensures that the borrower is a validly existing legal entity, is in good standing under applicable laws, and is properly owned as represented. In practice, this clause requires the borrower to confirm that it has been duly organized, is authorized to conduct business, and is not in violation of any laws that would affect its operations or the enforceability of the agreement. Additionally, it often obligates the borrower to disclose its ownership structure, ensuring transparency for the lender. The core function of this clause is to provide the lender with assurance regarding the borrower's legal status and compliance, thereby reducing the risk of legal or regulatory issues that could impact the loan.
Existence; Compliance with Law; Ownership of Borrower. Borrower (a) is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) has all requisite organizational power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own and operate its property, to lease the property it operates as lessee and to carry on its business as now being or as proposed to be conducted, (c) is duly qualified to do business and is in good standing under the laws of each jurisdiction in which the nature of the business conducted by it makes such qualification necessary, and (d) is in compliance in all material respects with all obligations under the Governing Documents and, to Borrower’s Knowledge, with all Requirements of Law. The organizational chart attached hereto as Schedule 4 is complete and accurate and illustrates all Affiliates who have a direct or indirect ownership interest in Borrower as of the date hereof.
Existence; Compliance with Law; Ownership of Borrower. Borrower
(a) is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) (i) has all requisite organizational power and authority, and (ii) has all governmental licenses, authorizations, consents and approvals necessary, to own and operate its property and to carry on its business as now being or as proposed to be conducted, except in the case of clause (ii) where the lack of such license, authorization, consent or approval would not reasonably be expected to have a Material Adverse Effect, (c) is duly qualified to do business and is in good standing under the laws of each jurisdiction in which the nature of the business conducted by it makes such qualification necessary and where the failure to be so qualified would reasonably be expected to have a Material Adverse Effect, and (d) is in compliance in all material respects with all Requirements of Law and obligations under the Governing Documents. The organizational chart attached hereto as Schedule 4 (or identified as an update thereto after the Effective Date and delivered to Lender) is complete and accurate as of the Effective Date and illustrates all Persons who have a direct ownership interest in Borrower and Borrower's Sole Member set forth on such schedule.