Formation and Qualification; Subsidiaries Sample Clauses

Formation and Qualification; Subsidiaries. Each Loan Party is duly incorporated or organized, as the case may be, and in good standing under the laws of the jurisdictions listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the jurisdictions listed on Schedule 5.2(a) (as such Schedule may be updated from time to time) which constitute all jurisdictions in which qualification and good standing are necessary for such Loan Party to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect. As of the Closing Date, all of the Subsidiaries of each Loan Party are listed on Schedule 5.2(b).
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Formation and Qualification; Subsidiaries. The Company has been duly incorporated and is an existing corporation in good standing under the laws of State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or in good standing in such other jurisdictions would not reasonably be expected to have a Material Adverse Effect. As used herein, “Material Adverse Effect” means a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries, taken as a whole. As of the Execution Time and each Representation Date, the “Subsidiaries” for purposes of this Agreement shall be deemed to be the direct and indirect subsidiaries of the Company that are material to the business of the Company and its subsidiaries taken as a whole as of the Execution Time or such Representation Date, as applicable, and, in any case, shall include all significant subsidiaries of the Company as defined by Rule 1-02 of Regulation S-X, and no subsidiaries of the Company shall be excluded from the definition of “Subsidiaries” for such purpose to the extent that such subsidiaries, in the aggregate, are material to the business of the Company and its subsidiaries taken as a whole. The Company and the Subsidiaries are herein referred to collectively as the “Company Parties.” Except as disclosed in the Prospectus, in each case, each of the Subsidiaries has been duly organized and is an existing business entity in good standing under the laws of the jurisdiction of its organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus, as amended or supplemented as of the relevant Representation Date; and each Subsidiary is duly qualified to do business as a foreign business entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification except to the extent that the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect; all of the issued and outstanding capital stock or equity interests,...
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Formation and Qualification; Subsidiaries. (a) Each Loan Party is duly incorporated or formed, as applicable, and in good standing under the laws of its state of incorporation or formation, as listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states in which qualification and good standing are necessary for such Loan Party to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Loan Party. Each Loan Party has delivered to Agent true and complete copies of its Organizational Documents and will promptly notify Agent of any material amendment or changes thereto.
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Formation and Qualification; Subsidiaries. Each Loan Party and each Subsidiary thereof is duly incorporated or organized, as the case may be, and in existence or good standing under the laws of the jurisdictions listed on Schedule 5.2 and is qualified to do business and is in good standing in the jurisdictions listed on Schedule 5.2 which constitute all jurisdictions in which qualification and good standing are necessary for such Loan Party or such Subsidiary to conduct its business and own its property and where the failure to so qualify or be in good standing could reasonably be expected to have a Material Adverse Effect. Each Loan Party has delivered to the Agent true and complete copies of its articles of incorporation and by-laws, articles of organization and operating agreement or other organizational documents, as the case may be, and will notify the Agent of any amendment or changes thereto promptly, or in any event, within three Business Days of such amendment or changes. The only Subsidiaries of each Loan Party are listed on Schedule 5.2. Schedule 5.2 contains for each Loan Party, such Loan Party’s corporation identification number or other applicable organizational identification number issued by such Loan Party’s jurisdiction of organization.
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Formation and Qualification; Subsidiaries. (a) Each Loan Party (x) is duly incorporated or formed, as applicable, and in good standing or equivalent status (if any) under the laws of its jurisdiction of incorporation or formation, as applicable, and, as of the Funding Date, the jurisdictions listed on Schedule 4.2(a), which constitute all jurisdictions in which qualification and good standing or equivalent status (if any) are necessary for such Loan Party to conduct its business and own its property except where the failure to so qualify or be in good standing in states other than the state of its incorporation or formation would not reasonably be expected to have a Material Adverse Effect and (y) has delivered to the Agents and the Lenders true and complete copies of its Organizational Documents.
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Formation and Qualification; Subsidiaries. (a) Such Borrower and such Guarantor is (i) duly incorporated or formed, as applicable, (ii) in good standing under the laws of the state listed on Schedule 5.2(a), and (iii) qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower or such Guarantor to conduct its business and own its property and where the failure to so qualify, as to this clause (iii), could reasonably be expected to have a Material Adverse Effect. Each Borrower and each Guarantor has delivered to Agent true and complete copies of its Organizational Documents (including any amendments thereto to the extent required to be delivered pursuant to Section 9.5(g)).
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Related to Formation and Qualification; Subsidiaries

  • Organization and Qualification; Subsidiaries The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, in all material respects. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary or desirable, except for such failures to be so qualified, licensed or in good standing that would not have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHL, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documents.

  • Formation and Qualification (a) Each Borrower is duly incorporated and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws and will promptly notify Agent of any amendment or changes thereto.

  • Organization and Qualification The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

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