Good Standing; No Violation. Borrowers have been duly organized and existing in good standing under the laws of their state(s) of formation. Borrowers are now, and at all times during the term of this Security Agreement, shall be authorized and registered to transact business in every other state in which they transact business or in which the failure to register would have a materially adverse effect on the business of either Borrower. The execution and delivery of this Security Agreement and any instruments or other writings evidencing or otherwise establishing the Obligations do not and will not violate or constitute a breach of either Borrower’s formation documents or any other agreement to which either Borrower is a party, or any restriction of law or contract to which either Borrower is subject.

Good Standing; No Violation. PW is a SOCIETE ANONYME duly incorporated and in existence under the laws of Belgium. The entry by PW into this Agreement shall not result in any breach of any law, regulation or contract by which PAW is bound.

Good Standing; No Violation. It is a limited liability company duly incorporated and in existence under the laws of the United States of America and its territories. The entry by the Licensee into this Agreement and the performance of its obligations hereunder shall not result in any breach of any law, regulation or contract by which it is bound.

Good Standing; No Violation. HT is a corporation duly organized and existing in good standing under the laws of the State of Florida. HT is now, and at all times during the term of this License Agreement, shall be authorized and registered to transact business in every other state in which the failure to register would have a materially adverse effect on the business of HT. The execution and delivery of this License Agreement and HT’s performance of its obligations hereunder do not and will not violate or constitute a breach of HT’s Articles of Incorporation or Bylaws, any other agreement to which HT is a party, or any restriction of law or contract to which HT is subject.

Good Standing; No Violation. HT is a limited partnership duly organized and existing in good standing under the laws of the State of Florida. The General Partner and Holding Company are corporations duly organized and existing in good standing under the laws of the State of Florida. HT, the General Partner and Holding Company are now, and at all times during the term of this License Agreement, shall be authorized and registered to transact business in every other state in which the failure to register would have a materially adverse effect on the business of HT, the General Partner or Holding Company. The execution and delivery of this License Agreement and performance of their respective obligations hereunder do not and will not violate or constitute a breach of HT's Certificate of Limited Partnership, Agreement of Limited Partnership, the Articles of Incorporation or Bylaws of the General Partner or Holding Company, or any other agreement to which HT, the General Partner of Holding Company is a party, or any restriction of law or contract to which HT, the General Partner or Holding Company is subject.

Good Standing; No Violation. The Borrower has been duly organized and is existing in good standing under the laws of its state of incorporation. The Borrower is now, and at all times during the term of this Agreement, shall be authorized and registered to transact business in every state in which it transacts business or in which the failure to register would have a materially adverse effect on its business. The execution and delivery of this Agreement and any instruments or other writings evidencing or otherwise establishing the Obligation do not and will not violate or constitute a breach of any agreement to which Borrower is a party, or any restriction of law or contract to which the Borrower is subject.

Related to Good Standing; No Violation

Good Standing The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Organization; Good Standing The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Existence; Good Standing It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to own and operate its properties and to conduct its business, as conducted and planned to be conducted as of the date hereof. The state of residence or principal place of business of each Purchaser is set forth on Schedule 1.
Organization, Good Standing, Etc Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrowers, to make the borrowings hereunder, and to execute and deliver each Loan Document to which it is a party, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect.
Authorization; No Violation Guarantor is authorized to execute, deliver and perform under this Guaranty, which is a valid, binding, and enforceable obligation of Guarantor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditor's rights generally. The execution, delivery and performance of this Guaranty are not in violation of any applicable law, regulation or ordinance, or any order or ruling of any court or governmental agency applicable to the Guarantor. The Guaranty does not conflict with, or constitute a breach or default under, any agreement to which Guarantor is a party.
Organization and Good Standing Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.
Good Standing Certificate A certified copy of a good standing certificate from the jurisdiction of organization of Seller, dated as of no earlier than the date ten (10) Business Days prior to the Closing Date.
Due Organization and Good Standing Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser is qualified to transact business in each jurisdiction in which such qualification is deemed necessary.
Organization; Good Standing; Qualification The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified or registered to do business in each jurisdiction in which the nature of its business or operations requires such qualification or registration.
Due Organization, Good Standing and Corporate Power Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole. The Company has made available to Parent and Sub complete and correct copies of the Restated and Amended Certificate of Incorporation and By-Laws of the Company and the comparable governing documents of each of its Subsidiaries, in each case as amended to the date of this Agreement. Other than as set forth in Section 3.01(a) of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this Agreement, the respective certificates of incorporation and by-laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiaries.

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