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.