Common use of Existence; Compliance with Law Clause in Contracts

Existence; Compliance with Law. The Borrower (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its material properties, to lease the material properties it operates as lessee and to conduct the businesses in which it is currently engaged, (c) is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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 where the failure to be so qualified or in good standing would not have a Material Adverse Effect and (d) is in compliance with its certificate of incorporation and by-laws or other similar organizational or governing documents and with all Requirements of Law, except to the extent that the failure to comply therewith could not, in the aggregate, have a Material Adverse Effect.

Existence; Compliance with Law. The Borrower and each Significant Subsidiary (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its material properties, to lease the material properties it operates as lessee and to conduct the businesses business in which it is currently engaged, (c) is duly qualified as a foreign corporation, partnership corporation or limited liability company, as applicable, 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 qualification, except where to the extent that the failure to be so qualified or in good standing would not could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with its certificate of incorporation and by-laws or other similar organizational or governing documents and 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. The Each of the Borrower and the Significant Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its material properties, to lease the material properties it operates as lessee property and assets and to conduct the businesses business in which it is currently engaged, except to the extent the failure to have such power or authority would not result in a Material Adverse Effect, (c) is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, corporation 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 qualification, except where the failure so to qualify or be so qualified or in good standing would not have result in a Material Adverse Effect Effect, and (d) is in compliance with its certificate of incorporation and by-laws or other similar organizational or governing documents and with all Requirements of Law, Law except to the extent that the failure to comply therewith could not, would not result in the aggregate, have a Material Adverse Effect.

Existence; Compliance with Law. The Borrower Each of the Company and its Significant Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or partnership power and authority, authority and the legal right, right to own and operate all its material propertiesproperty, to lease the material properties property it operates as lessee and to conduct the businesses business in which it is currently engaged, (c) is duly qualified as a foreign corporation, corporation or partnership or limited liability company, as applicable, 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 where to the extent that the failure to so qualify or be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect and (d) is in compliance with its certificate of incorporation and by-laws or other similar organizational or governing documents and with all Requirements of Law, Law except 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. The Borrower (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its material propertiesproperty, to lease the material properties property it operates as lessee and to conduct the businesses business in which it is currently engaged, (c) is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, entity 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 qualification, except where to the extent that the failure to be so qualified or would not, in good standing would not the aggregate, have a Material Adverse Effect and (d) is in compliance with its certificate of incorporation and by-laws or other similar organizational or governing documents and with all Requirements of Law, except to Law the extent that the failure to comply therewith could not, in the aggregate, non-compliance with which would have a Material Adverse Effect.

Existence; Compliance with Law. The Borrower (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its material properties, to lease the material properties it operates as lessee and to conduct the businesses in which it is currently engaged, (c) is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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 where the failure to be so qualified or in good standing would not have a Material Adverse Effect and (d) is in compliance with its certificate of incorporation and by-laws or other similar organizational or governing documents and with all Requirements of Law, Law except to the extent that the failure to comply therewith could not, in the aggregate, have a Material Adverse Effect.

Existence; Compliance with Law. The Borrower and each of its Subsidiaries (a) is duly organized, validly existing and (if applicable) in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its material propertiesproperty, to lease the material properties property it operates as lessee and to conduct the businesses business in which it is currently engaged, (c) is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, corporation and in good standing (if applicable) under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification (except where to the extent that the failure to be so qualified or could not, in good standing would not the aggregate, reasonably be expected to have a Material Adverse Effect Effect) and (d) is in compliance with its certificate of incorporation and by-laws or other similar organizational or governing documents and 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. The Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its material propertiesproperty, to lease the material properties property it operates as lessee and to conduct the businesses business in which it is currently engaged, (c) is duly qualified as a foreign corporation, partnership corporation or limited liability company, as applicable, 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 qualification, except where the failure to be so qualified or in good standing would not reasonably be excepted to have a Material Adverse Effect Effect, and (d) is in compliance with (i) its certificate of incorporation and by-laws or other similar organizational or governing documents and with (ii) all Requirements of Law, except 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. The Borrower Each of the Borrowers (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, authority to own and operate its material propertiesproperty, to lease the material properties property it operates as lessee and to conduct the businesses business in which it is currently engaged, (c) is duly qualified or licensed to do business as a foreign corporation, partnership or limited liability company, as applicable, company 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 where the failure to be so qualified or and/or in good standing would standing, in the aggregate could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with its certificate of incorporation and by-laws or other similar organizational or governing documents and with all Requirements of Law, Law and applicable Charter Documents 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. The Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its material propertiesProperty, to lease the material properties Property it operates as lessee and to conduct the businesses business in which it is currently engaged, (c) is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, corporation 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 requires such qualification except where to the extent that the failure to be so qualified or in good standing would not have a Material Adverse Effect and (d) is in compliance with its certificate of incorporation and by-laws or other similar organizational or governing documents and with all Requirements of Law, 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. The Borrower (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) subject to the entry of the DIP Order, has the power and authority, and the legal right, to own and operate its material propertiesproperty, to lease the material properties property it operates as lessee and to conduct the businesses its business in a manner in which it its business is currently engagednow being conducted, (c) is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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 qualification, except where to the extent the failure to be so qualified or in good standing would could not reasonably be expected to have a Material Adverse Effect Effect, and (d) is in compliance with its certificate of incorporation and by-laws or other similar organizational or governing documents and with all Requirements of Law, Law except to the extent that the failure to comply therewith could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. The Borrower Each Loan Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its material properties, to lease the material properties it operates as lessee and to conduct the businesses in which it is currently engaged, (c) is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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 where the failure to be so qualified or in good standing would not have a Material Adverse Effect and (d) is in compliance with its certificate of incorporation and by-laws or other similar organizational or governing documents and with all Requirements of Law, Law except to the extent that the failure to comply therewith could not, in the aggregate, have a Material Adverse Effect.

Existence; Compliance with Law. The Each of the Borrower and the other Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its material propertiesproperty, to lease the material properties property it operates as lessee and to conduct the businesses business in which it is currently engaged, (c) except as set forth on Schedule 3.3 is duly qualified as a foreign corporation, partnership corporation or limited liability company, as applicable, other entity 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 where to the extent that the failure to be so qualified or and in good standing would could not be reasonably likely to have a Material Adverse Effect and (d) is in compliance with its certificate of incorporation and by-laws or other similar organizational or governing documents and with all Requirements of Law, Law except to the extent that the failure to comply therewith could not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Existence; Compliance with Law. The Each of the Parent Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate (or other equivalent) power and authority, and the legal right, to own and operate its material propertiesproperty, to lease the material properties property it operates as lessee and to conduct the businesses business in which it is currently engaged, (c) is duly qualified as a foreign corporation, partnership corporation (or limited liability company, as applicable, equivalent thereof) 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 where to the extent the failure to be so qualified or and/or in good standing would could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with its certificate of incorporation and by-laws or other similar organizational or governing documents and 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. The Borrower (ai) is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction State of its organizationDelaware, (bii) has the power and authority, and the legal right, to own and operate its material propertiesProperty, to lease the material properties Property it operates as lessee and to conduct the businesses business in which it is currently engaged, (ciii) is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, organization 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 requires such qualification qualification, except where the failure to be so qualified or and/or in good standing would not could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, and (div) is in compliance with its certificate of incorporation and by-laws or other similar organizational or governing documents and with all Requirements of Law, Law 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. The Each of Holdings, the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its material propertiesProperty, to lease the material properties Property it operates as lessee and to conduct the businesses business in which it is currently engaged, (c) is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, corporation 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 requires such qualification except where to the extent that the failure to be so qualified or in good standing would not have a Material Adverse Effect and (d) is in compliance with its certificate of incorporation and by-laws or other similar organizational or governing documents and with all Requirements of LawLaw except, except in each case, to the extent that the any such failure could not reasonably be expected to comply therewith could not, in the aggregate, have a Material Adverse Effect.

Existence; Compliance with Law. The Each of the Borrower and its Subsidiaries (a) is duly formed or organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate (or analogous) power and authority, and the legal right, to own and operate its material propertiesproperty, to lease the material properties property it operates as lessee and to conduct the businesses business in which it is currently engaged, (c) is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, corporation 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 is required, except where the failure to be so qualified or in good standing would could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with its certificate of incorporation and by-laws or other similar organizational or governing documents and 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.