Common use of Existence; Compliance with Law Clause in Contracts

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 corporate, limited liability or limited partnership, as applicable, 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 reasonably be expected to have a Material Adverse Effect, (c) is duly qualified to do business in, 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 except for where failure to do so could not reasonably be expected to have a Material Adverse Effect, 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.

Existence; Compliance with Law. Each Group Member Except as set forth in Schedule 4.3, each of Holdings, the Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiaries) (a) (i) is duly organizedorganized (or incorporated), validly existing and in good standing (to or, only where if applicable, the extent such concept is applicable equivalent status in the relevant any foreign jurisdiction) under the laws of the jurisdiction of its organizationorganization or incorporation, (bii) has the corporate, limited liability corporate or limited partnership, as applicable, organizational 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 in which it is currently engaged engaged, except for where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, Effect and (ciii) is duly qualified to do business in, as a foreign corporation or limited liability company and in good standing (where such concept is relevant) under the laws of, of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification except for where except, in each case, to the extent that the failure to do be so could qualified or in good standing (where such concept is relevant) would not reasonably be expected to have a Material Adverse Effect, Effect and (db) is in compliance with all Requirements of Law except to the extent that the any such failure to comply therewith could not, in the aggregate, reasonably be expected to would not have a Material Adverse Effect.

Existence; Compliance with Law. Each Group Member of the Borrower and its Restricted Subsidiaries (a) is duly organizedformed, 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 organizationformation, (b) has the corporate, limited liability or limited partnership, as applicable, power and authority, and the legal righthas in effect all permits, approvals and other authorizations from all applicable Governmental Authorities, necessary 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 and to own and operate Systems in the areas for where failure to do so could not reasonably be expected to have a Material Adverse Effectwhich it has Licenses, (c) is duly qualified to do business in, and in good standing under the laws of, in 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 for where to the extent that the failure of any of the statements set forth in subsection 3.3(b), (c) or (d) to do so be true and correct could not reasonably be expected to have a Material Adverse Effect, 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.

Existence; Compliance with Law. Each Group Member Except as set forth in Schedule 4.3, each of Holdings, the Borrower and its Restricted Subsidiaries (a) (i) is duly organizedorganized (or incorporated), validly existing and in good standing (to or, only where if applicable, the extent such concept is applicable equivalent status in the relevant any foreign jurisdiction) under the laws of the jurisdiction of its organizationorganization or incorporation (other than any Immaterial Subsidiaries), (bii) has the corporate, limited liability corporate or limited partnership, as applicable, organizational power and authority, and and, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, the legal right, to own and operate its propertyProperty, to lease the property 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 reasonably be expected to have a Material Adverse Effect, and (ciii) is duly qualified to do business in, as a foreign corporation or limited liability company and in good standing (where such concept is relevant) under the laws of, of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification except for where except, in each case, to the extent that the failure to do be so could qualified or in good standing (where such concept is relevant) would not reasonably be expected to have a Material Adverse Effect, Effect and (db) is in compliance with all Requirements of Law except to the extent that the any such failure to comply therewith could not, in the aggregate, reasonably be expected to would not have a Material Adverse Effect.

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, except, in the case of Group Members other than each of the Borrowers, where the failure to be so organized, validly existing and in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) has the corporate, limited liability or limited partnership, as applicable, 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 the failure to do so have such power, authority and rights could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) is duly qualified to do business in, as a foreign corporation and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification qualification, except for jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, do so could not reasonably be expected to have a Material Adverse Effect, Effect 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.

Existence; Compliance with Law. Each Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization), (b) has the corporate, limited liability or limited partnership, as applicable, 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 reasonably be expected to have a Material Adverse Effectengaged, (c) is duly qualified to do business in, as a foreign corporation or other organization and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification (to the extent such concept is applicable in the relevant jurisdiction) except for where in the case of this clause (c) to the extent that the failure to do be so could not qualified would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except in each case to the extent that the failure to comply therewith could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each Credit Party and other 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 organizationorganization except, in the case of any Subsidiary which is not a Material Subsidiary, to the extent that the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect, (b) has the corporate, limited liability or limited partnership, as applicable, 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 except, in the case of any Subsidiary which is not a Material Subsidiary, to the extent that the failure to do so comply therewith could not reasonably be expected to have a Material Adverse Effect, (c) is duly qualified to do business in, as a foreign corporation and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except for where failure to do so could not reasonably be expected to have a Material Adverse Effect, 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 and (d) is in compliance with all Requirements of Law except to the extent that such non-compliance, singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each Group Member of the Loan Parties (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 organizationincorporation or formation, (b) has the corporate, limited liability corporate or limited partnership, as applicable, other organizational 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, except for where to the extent that the failure to do so could have such legal right would not be reasonably be expected to have a Material Adverse Effect, (c) is duly qualified to do business in, and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except for qualification, other than in such jurisdictions where the failure to do be so could qualified and in good standing would not be reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law Law, except to the extent that the failure to comply therewith could would not, in the aggregate, be reasonably be expected to have a Material Adverse Effect.

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 organizationorganization (except no representation is made as to the good standing of any Subsidiary organized under the laws of a jurisdiction in which there is no concept of good standing), (b) has the corporate, limited liability or limited partnership, as applicable, 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 reasonably be expected to have a Material Adverse Effectengaged, (c) is duly qualified to do business in, as a foreign corporation and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification qualification, except for where to the extent that the failure to do so could not qualify would not, in the aggregate, be reasonably be expected likely to have a Material Adverse Effect, 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.

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 corporate, limited liability or limited partnership, as applicable, power and authority, and the legal rightright and holds all material Governmental Approvals necessary, 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 reasonably be expected to have a Material Adverse Effectengaged, (c) is duly qualified to do business in, as a foreign corporation or other organization and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification qualification, except for where to the extent that the failure to do so qualify could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law (including those necessary for each Group Member to conduct the business in which it is currently engaged) except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

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 corporate, limited liability or limited partnership, as applicable, power and authority, and the legal rightright and holds all material Governmental Approvals necessary, 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 reasonably be expected to have a Material Adverse Effectengaged, (c) is duly qualified to do business in, as a foreign corporation or other organization and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification qualification, except for where to the extent that the failure to do so qualify could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law (including those necessary for each Group Member to conduct the business in which it is currently engaged) except to the extent that the failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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, except, in the case of Group Members other than the Borrower, where the failure to be so organized, validly existing and in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) has the corporate, limited liability or limited partnership, as applicable, 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 the failure to do so have such power, authority and rights could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) is duly qualified to do business in, as a foreign corporation and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification qualification, except for jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, do so could not reasonably be expected to have a Material Adverse Effect, Effect 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.

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 organizationorganization except (other than with respect to Parent Guarantor, Holdings GP, Holdings and the Borrower) to the extent that failure to be in good standing could not reasonably be expected to have a Material Adverse Effect, (b) has the corporate, limited liability or limited partnership, as applicable, 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 to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, (c) is duly qualified to do business in, as a foreign corporation or other organization and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except for where to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, Effect 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.

Existence; Compliance with Law. Each Group Member of the Borrower and its Restricted 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, limited liability or limited partnership, as applicable, 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 reasonably be expected to have a Material Adverse Effectengaged, (c) is duly qualified to do business inas a foreign corporation, foreign limited liability company or foreign limited partnership, as the case may be, and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except for where failure to do so could not reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law except to Law, including the extent that requirements of the WARN Act, except, in each case, where the failure to comply therewith be so organized, existing, in good standing or qualified, or the failure to have such power or authority or to so comply, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each Group Member Except as set forth in Schedule 4.3, each 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 corporate, limited liability corporate or limited partnership, as applicable, other applicable organizational 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 in which it is currently engaged except for where the failure to do so could not reasonably be expected to have a Material Adverse Effect, (c) is duly qualified to do business in, as a foreign corporation and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification except for where to the extent that the failure to do be so qualified could not reasonably be expected to have a Material Adverse Effect, Effect 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.

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 organizationorganization except, in the case of any Subsidiary which is not a Material Subsidiary, to the extent that the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect, (b) has the corporate, limited liability or limited partnership, as applicable, corporate 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 except, in the case of any Subsidiary which is not a Material Subsidiary, to the extent that the failure to do so comply therewith could not reasonably be expected to have a Material Adverse Effect, (c) is duly qualified to do business in, as a foreign corporation and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except for where failure to do so could not reasonably be expected to have a Material Adverse Effect, 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 and (d) is in compliance with all Requirements of Law except to the extent that such non-compliance, singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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, except, in the case of any Non-Guarantor Subsidiary, to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect, (b) has the corporate, limited liability or limited partnership, as applicable, 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 reasonably be expected to have a Material Adverse Effectengaged, (c) is duly qualified to do business in, as a foreign corporation or other organization and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except for where to the extent that the failure to do so qualify could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect 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.

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, except, with respect to any Restricted Subsidiary that is not a Loan Party, where the failure to be in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) has the corporate, limited liability or limited partnership, as applicable, 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 reasonably be expected to have a Material Adverse Effectengaged, (c) is duly qualified to do business in, as a foreign corporation or other organization and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification qualification, except for where the failure to do so qualify or be in good standing could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect 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.

Existence; Compliance with Law. Each Group Member Subject to Section 8.10, each 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, limited liability corporate (or limited partnership, as applicable, 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 reasonably be expected to have a Material Adverse Effectengaged, (c) is duly qualified to do business in, as a foreign entity and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business Business requires such qualification except for where failure to do so could not reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law except in each case referred to in clauses (a) (solely with respect to good standing of any Immaterial Subsidiaries), (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.

Existence; Compliance with Law. Each Group Member of Holdings and its Restricted Subsidiaries (other than any Immaterial Subsidiaries) (a) (i) is duly organizedorganized (or incorporated), validly existing and in good standing (to or, only where if applicable, the extent such concept is applicable equivalent status in the relevant any foreign jurisdiction) under the laws of the jurisdiction of its organizationorganization or incorporation, (bii) has the corporate, limited liability corporate or limited partnership, as applicable, organizational 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 in which it is currently engaged except for where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, Effect and (ciii) is duly qualified to do business in, as a foreign corporation or limited liability company and in good standing (where such concept is relevant) under the laws of, of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification except for where except, in each case, to the extent that the failure to do be so could qualified or in good standing (where such concept is relevant) would not reasonably be expected to have a Material Adverse Effect, Effect and (db) is in compliance with all Requirements of Law except to the extent that the any such failure to comply therewith could not, in the aggregate, reasonably be expected to would not have a Material Adverse Effect.

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, limited liability corporate (or limited partnership, as applicable, 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 engaged, except for where failure to do so the extent that such failures could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) is duly qualified to do business in, as a foreign entity and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business Business requires such qualification qualification, except for where the failure to do be so could qualified would not reasonably be expected to have a Material Adverse Effect, Effect 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.

Existence; Compliance with Law. Each Group Member The Company (a) (i) is duly organizedincorporated, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction State of its organizationDelaware, (bii) has the corporate, limited liability or limited partnership, as applicable, corporate 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 in which it is currently engaged except for where except, in each case, to the extent that any such failure to do so have such power could not reasonably be expected to have a Material Adverse Effect, Effect and (ciii) is duly qualified to do business in, as a foreign corporation and in good standing (where such concept is relevant) under the laws of, of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification except for where except, in each case, to the extent that the failure to do be so qualified or in good standing (where such concept is relevant) could not reasonably be expected to have a Material Adverse Effect, Effect and (db) is in compliance with all Requirements of Law except to the extent that the any such failure to comply therewith could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each Group Member of the Loan Parties (a) is duly organizedorganized or incorporated, 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 organizationorganization or incorporation, (b) has the corporate, limited liability or limited partnership, as applicable, requisite 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, except for where to the extent that the failure to do so could have such legal right would not be reasonably be expected to have a Material Adverse Effect, (c) is duly qualified to do business in, as a foreign organization and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except for qualification, other than in such jurisdictions where the failure to do be so could qualified and in good standing would not be reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law Law, except to the extent that the failure to comply therewith could would not, in the aggregate, be reasonably be expected to have a Material Adverse Effect.

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, except, in the case of Group Members other than each of the Loan Parties, where the failure to be so organized, validly existing and in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) has the corporate, limited liability or limited partnership, as applicable, 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 the failure to do so have such power, authority and rights could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) is duly qualified to do business in, as a foreign corporation and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification qualification, except for jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, do so could not reasonably be expected to have a Material Adverse Effect, Effect 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.

Existence; Compliance with Law. Each Group Member of the Borrowers and their respective Subsidiaries (other than any Immaterial Subsidiaries) (a) is duly organized, validly existing and in good standing (to or, if applicable, the extent such concept is applicable equivalent status in the relevant any foreign jurisdiction) under the laws of the jurisdiction of its organization, (b) has the corporate, limited liability corporate or limited partnership, as applicable, organizational 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 in which it is currently engaged except for where failure to do so could not reasonably be expected to have a Material Adverse Effectengaged, (c) is duly qualified to do business in, as a foreign corporation or limited liability company and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification except for where to the extent that the failure to do be so could qualified or in good standing would not reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law except to the extent that the any such failure to comply therewith could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Each Material Group Member (a) is duly organized, organized and 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, limited liability or limited partnership, as applicable, 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 the failure to do so thereof could not reasonably be expected to have a Material Adverse Effect, (c) is duly qualified to do business in, as a foreign corporation or other organization and in good standing under the laws of, of the jurisdiction of its organization and each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification qualification, except for where failure to do so the extent that all failures to be duly qualified and in good standing could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect 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.

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, except, with respect to any Restricted Subsidiary that is not a Loan Party, where the failure to be in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) has the corporate, limited liability or limited partnership, as applicable, 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 reasonably be expected to have a Material Adverse Effectengaged, (c) is duly qualified to do business in, as a foreign corporation or other organization and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification qualification, except for where the failure to do so qualify or be in good standing could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect 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.. 

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, except with respect to any Subsidiary that the Borrower intends to dissolve as permitted by Section 7.4(d) or as set forth in Schedule 4.3 hereto, (b) has the corporate, limited liability or limited partnership, as applicable, 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 reasonably be expected to have a Material Adverse Effectengaged, (c) is duly qualified to do business in, as a foreign corporation or other organization and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except for where to the extent the failure to do be so qualified could not reasonably be expected to have a Material Adverse Effect, Effect 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.

Existence; Compliance with Law. Each Group Member (a) is duly organized, incorporated, 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, limited liability or limited partnership, as applicable, 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 reasonably be expected to have a Material Adverse Effect, (c) is duly qualified to do business in, 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 except for where failure to do so could not reasonably be expected to have a Material Adverse Effect, 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.

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, except, with respect to any Subsidiary that is not a Loan Party, where the failure to be in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) has the corporate, limited liability or limited partnership, as applicable, 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 reasonably be expected to have a Material Adverse Effectengaged, (c) is duly qualified to do business in, as a foreign corporation or other organization and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification qualification, except for where the failure to do so qualify or be in good standing could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect 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.

Existence; Compliance with Law. Each Group Member of the Holding Companies, the Borrowers and their 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, corporate power and authority or the limited liability or limited partnership, as applicable, company power and authority, as the case may be, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged engaged, (c) is duly qualified as a foreign corporation or 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 except for where to the extent that the failure to do be so qualified and/or in good standing could not reasonably be expected to have a Material Adverse Effect, (c) is duly qualified to do business in, 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 except for where failure to do so could not reasonably be expected to have a Material Adverse Effect, Effect and (d) is in compliance with all Requirements of Law 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.

Existence; Compliance with Law. Each Group Member Subject to Section 8.10, each 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, limited liability corporate (or limited partnership, as applicable, 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 reasonably be expected to have a Material Adverse Effectengaged, (c) is duly qualified to do business in, as a foreign entity and in good standing under the laws of, of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business Business requires such qualification except for where failure to do so could not reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law except in each case referred to in clauses (a) (solely with respect to good standing of any Immaterial Subsidiaries), ​ ​ (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.