Existence; Compliance with Law. Each Group Member (a) is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged except for where failure to do so could not reasonable be expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 15 contracts
Samples: Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)
Existence; Compliance with Law. Each Group Member of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged except for where failure to do so could not reasonable be expected to have a Material Adverse Effectengaged, (c) is duly qualified as a foreign corporation corporation, limited partnership or other organization and limited liability company, as the case may be, and, where applicable, in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 7 contracts
Samples: Quarterly Report, Credit Agreement (El Paso Energy Partners Lp), Credit Agreement (El Paso Energy Partners Lp)
Existence; Compliance with Law. Each Group Member (a) is duly organizedorganized (or where applicable in the relevant jurisdiction, registered or incorporated), validly existing and in good standing (to the extent such concept is where applicable in the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, registration or incorporation, as the case may be, (b) has the power and authority, and the legal right, authority to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged except for where failure to do so could not reasonable be expected to have a Material Adverse Effect, and (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law Law, except in the case of clauses (a) (as it relates to good standing and Group Members other than Holdings, UK Holdco and the Borrowers), (b) and (c) above, to the extent that the failure to comply therewith could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 7 contracts
Samples: Credit Agreement (Clarivate PLC), Credit Agreement (CLARIVATE PLC), Incremental Facility Amendment (CLARIVATE PLC)
Existence; Compliance with Law. Each Group Member (a) is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged engaged, (c) is in compliance with all Requirements of Law except for where to the extent that the failure to do so could not reasonable comply therewith would not, in the aggregate, be expected likely to have a Material Adverse Effect, Effect and (cd) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law qualification, except to the extent that the failure to comply therewith could be so qualified or in good standing would not, in the aggregate, reasonably be expected likely to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Credit Agreement (Synopsys Inc), Credit Agreement (Synopsys Inc), Credit Agreement (Synopsys Inc)
Existence; Compliance with Law. Each Group Member of Parent, Holdings and its Subsidiaries (other than the Inactive Subsidiaries) (a) is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, (b) has the corporate (or equivalent) power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business Business in which it is currently engaged except for where failure to do so could not reasonable be expected to have a Material Adverse Effectengaged, (c) is duly qualified as a foreign corporation or other organization entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business Business requires such qualification and (d) is in compliance with all Requirements of Law except in each case referred to in clauses (b), (c) or (d), to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Six Flags Entertainment Corp), First Lien Credit Agreement (Six Flags Entertainment Corp), Second Lien Credit Agreement (Six Flags Entertainment Corp)
Existence; Compliance with Law. Each Group Member Loan Party (a) is duly organized, validly existing and in good standing (to or the extent such concept is applicable functional equivalent thereof in the relevant jurisdictioncase of Foreign Subsidiaries) under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged except for where failure to do so could not reasonable be expected to have a Material Adverse Effectengaged, (c) is duly qualified as a foreign corporation or other organization and in good standing (or the functional equivalent thereof in the case of Foreign Subsidiaries) under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law Law, except to in the extent that case of (c) and (d) when the failure to comply therewith could not, in the aggregate, do so would not reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Lear Corp), Credit Agreement (Lear Corp), Credit Agreement (Lear Corp)
Existence; Compliance with Law. Each Group Member (a) is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged engaged, (c) is in compliance with all Requirements of Law except for where to the extent that the failure to do so comply therewith could not reasonable not, in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (cd) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law qualification, except to the extent that the failure to comply therewith be so qualified or in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Synopsys Inc), Credit Agreement (Synopsys Inc)
Existence; Compliance with Law. Each Group Member (a) is duly organized, validly existing and and, to the extent applicable under the laws of such jurisdiction, in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged except for where failure to do so could not reasonable be expected to have a Material Adverse Effectengaged, (c) is duly qualified as a foreign corporation or other organization and and, to the extent applicable under the laws of such jurisdiction, in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except Law, except, with respect to clause (c) or (d) only, to the extent that the any failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Existence; Compliance with Law. Each Group Member Borrower (a) is duly organized, validly existing and in good standing (to or the extent such concept is applicable functional equivalent thereof in the relevant jurisdictioncase of Foreign Subsidiaries) under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged except for where failure to do so could not reasonable be expected to have a Material Adverse Effectengaged, (c) is duly qualified as a foreign corporation or other organization and in good standing (or the functional equivalent thereof in the case of Foreign Subsidiaries) under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law Law, except to in the extent that case of (c) and (d) when the failure to comply therewith could not, in the aggregate, do so would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Lear Corp)
Existence; Compliance with Law. Each Group Member of the REIT, the REIT ------------------------------ Subsidiaries, the Company and the Subsidiaries (a) is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, (b) has the power corporate, partnership or limited liability company power, as applicable, and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged except for where failure to do so could not reasonable be expected to have a Material Adverse Effectengaged, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (G&l Realty Corp)
Existence; Compliance with Law. Each Group Member of the Borrower and its Subsidiaries (ai) is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, (bii) has the power and authorityauthority under its constitutive documents, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged except for where failure to do so could not reasonable be expected to have a Material Adverse Effectengaged, (ciii) is TWT Bridge Credit Agreement duly qualified as a foreign corporation corporation, partnership or other organization limited liability company, as the case may be, and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (div) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract