Existence; Power. Holdings and each of its Subsidiaries (i) is duly organized, validly existing and in good standing as a corporation, partnership or limited liability company under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to (a) carry on its business as now conducted except where a failure could not reasonably be expected to result in a Material Adverse Effect and (b) execute, deliver and perform its obligations under the Loan Documents to which it is a party (if any), and (iii) is duly qualified to do business, and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Term Loan Agreement (Root, Inc.), Term Loan Agreement (Root Stockholdings, Inc.), Term Loan Agreement (Root, Inc.)
Existence; Power. Holdings and each of its Subsidiaries (i) is duly organized, validly existing and in good standing as a corporation, partnership or partnership, limited liability company or exempted company, as applicable, under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to (a) carry on its business as now conducted except where a failure could would not reasonably be expected to result in a Material Adverse Effect and (b) execute, deliver and perform its obligations under the Loan Documents to which it is a party (if any), ) and (iii) is duly qualified to do business, and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified could would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Term Loan Agreement (Root, Inc.), Term Loan Agreement (Root, Inc.)
Existence; Power. Holdings Each of the Borrowers and each of its their Subsidiaries (other than Dormant Companies) (i) is duly organizedorganized or formed, validly existing and in good standing as a corporation, partnership or limited liability company or partnership, as the case may be, under the laws of the jurisdiction of its organizationorganization or formation, (ii) has all requisite power and authority to (a) carry on its business as now conducted except where a failure could not reasonably be expected and to result in a Material Adverse Effect and (b) execute, deliver and perform its respective obligations under the each Loan Documents Document to which it is a party (if any)party, and (iii) is duly qualified to do transact business, and is in good standing, in each jurisdiction where such qualification is required, except except, in the case of clause (iii), where a failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Crawford & Co), Revolving Credit Agreement (Crawford & Co)
Existence; Power. Holdings and each of its Subsidiaries (i) is duly organized, validly existing and in good standing as a corporation, partnership or limited liability company under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to (a) carry on its business as now conducted except where a failure could not reasonably be expected to result in a Material Adverse Effect and (b) to execute, deliver and perform its obligations under the Loan Note Documents to which it is a party (if any), and (iii) is duly qualified to do business, and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Note Purchase Agreement (Root, Inc.), Note Purchase Agreement (Root Stockholdings, Inc.)
Existence; Power. Holdings The Borrower and each of its Subsidiaries (i) is duly organized, validly existing and in good standing as a corporation, partnership or limited liability company under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to (a) carry on its business as now conducted except where a failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect Effect, (iii) has all licenses and permits necessary to carry on and conduct its business in all states and localities wherein it now operates and (b) execute, deliver and perform its obligations under the Loan Documents to which it is a party (if any), and (iiiiv) is duly qualified to do business, and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Pledge Agreement (Heico Corp), Revolving Credit Agreement (Heico Corp)
Existence; Power. Holdings and each of its Subsidiaries (i) is duly organized, validly existing and in good standing as a corporation, partnership or limited liability company under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to (a) carry on its business as now conducted except where a failure could not reasonably be expected to result in a Material Adverse Effect and conducted, (b) execute, deliver and perform its obligations under the Loan Documents to which it is a party (if any)party, and (iii) is duly qualified to do business, and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.
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