Common use of Organization and Validity Clause in Contracts

Organization and Validity. a. Each Loan Party (i) is a corporation, duly organized and validly existing under the laws of the state of its organization, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not have a Material Adverse Effect. A list of all states and other jurisdictions where each Loan Party is qualified to do business on the Closing Date is shown on Schedule “5.1” attached hereto and made part hereof. b. The making and performance of this Agreement and the other Loan Documents and consummation of the Acquisition will not (i) violate any Requirement of Law or decree, award, injunction, judgment by which such Loan Party is bound, (ii) violate the Organizational Documents of any Loan Party, (iii) cause or result in the imposition or creation of any lien upon any property of any Loan Party, (iv) or violate or result in a default or breach (immediately or with the passage of time) under any contract, agreement, indenture or instrument to which such Loan Party is a party, or by which such Loan Party is bound, including the Material Agreements. No Loan Party is in violation of any term of any contract, agreement, indenture or instrument to which it is a party or by which it may be bound which violation has or could have a Material Adverse Effect, or of its Organizational Documents. c. Each Loan Party has all requisite power and authority to enter into and perform this Agreement and each other Loan Document to which it is party and to incur the obligations herein and therein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicable. d. This Agreement, the Term Loan Note to be issued hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon each Loan Party, as applicable, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Organization and Validity. a. Each Loan Party Seller (i) is a corporationcorporation or limited liability company (as designated in the first paragraph of this Agreement), duly organized and validly existing and in good standing under the laws of the state of its incorporation or organization, as applicable, designated in the first paragraph of this Agreement, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not have a Material Adverse Effect. A list of all states and other jurisdictions where each Loan Party Seller is qualified to do business on the Closing Date is shown on Schedule “5.1” 5.1 attached hereto and made part hereof. b. The making and performance of this Agreement and the other Loan Transaction Documents and consummation of the Acquisition will not (i) violate any Requirement law, government rule or regulation, court or administrative order or other such order, or the charter, minutes or bylaw provisions of Law Seller, or decreeof Seller’s operating agreement or partnership agreement, awardas applicable, injunction, judgment by which such Loan Party is bound, (ii) violate the Organizational Documents of any Loan Party, (iii) cause or result in the imposition or creation of any lien upon any property of any Loan Party, (iv) or violate or result in a default or breach (immediately or with the passage of time) under any contract, agreement, indenture agreement or instrument to which such Loan Party Seller is a party, or by which such Loan Party Seller is bound, including the Material Agreements. No Loan Party Seller is not in violation of any term of any contract, agreement, indenture agreement or instrument to which it is a party or by which it may be bound which violation has or could have a Material Adverse Effect, or of its Organizational Documentscharter, minutes or bylaw provisions, or of Seller’s operating agreement or partnership agreement, as applicable,. c. Each Loan Party Seller has all requisite power and authority to enter into and perform this Agreement and each other Loan Document to which it is party and to incur the obligations herein and therein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Transaction Documents as applicable. d. This Agreement, the Term Loan Note to be issued hereunder, Agreement and all of the other Loan Transaction Documents, when delivered, will be valid and binding upon each Loan Party, as applicableSeller, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Organization and Validity. ​ a. Each Loan Party (i) Borrower is a corporationcorporation or limited liability company, duly organized formed and validly existing under the laws of the its state of its organization, formation. Each Borrower (iii) has the appropriate power and authority to operate its business and to own its Property and (iiiii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in (x) each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not reasonably be expected to have a Material Adverse EffectEffect and (y) its state of formation. A list of all states and other jurisdictions where each Loan Party is qualified to do business on the Closing Date is shown on Schedule “5.1” attached hereto and made part hereof.​ b. The making and performance of this Agreement and Agreement, the other Loan Documents Documents, the Axxum Acquisition, the Cloudburst Acquisition and consummation the documents evidencing the acquisition of the Acquisition any other Borrower will not (i) violate any Requirement law, government rule or regulation, court or administrative order or other such order, or Borrower’s organizational documents (including, if applicable, any articles of Law incorporation, certificate of incorporation, bylaws, articles of organization, limited liability company agreement or decreeoperating agreement), award, injunction, judgment by which such Loan Party is bound, or (ii) violate the Organizational Documents of any Loan Party, (iii) cause or result in the imposition or creation of any lien upon any property of any Loan Party, (iv) or violate or result in a default or breach (immediately or with the passage of time) under any contract, agreement, indenture agreement or instrument to which such Loan Party Borrower is a party, or by which such Loan Party Borrower is bound, including the bound which violation has or could reasonably be expected to have a Material AgreementsAdverse Effect. No Loan Party Borrower is in violation of any term of any contract, agreement, indenture agreement or instrument to which it is a party or by which it may be bound which violation has or could reasonably be expected to have a Material Adverse Effect, or of its Organizational Documentsorganizational documents. c. Each Loan Party x. Xxxxxxxx has all requisite power and authority to enter into and perform this Agreement and each other Loan Document to which it is party and Agreement, to incur the obligations herein and therein provided for, and to effectuate the Cloudburst Acquisition and the acquisition of any other Borrower, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents and the documents evidencing the Cloudburst Acquisition and the acquisition of any other Borrower, as applicable.. ​ d. This Agreement, the Term Loan Note Notes to be issued hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon each Loan Party, as applicableBorrower, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Organization and Validity. a. Each Loan Party (i) is a corporationcorporation or limited liability company, as applicable, duly organized and validly existing under the laws of the state of its organization, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not have a Material Adverse Effect. A list of all states and other jurisdictions where each Loan Party is qualified to do business on the Closing Date is shown on Schedule “5.1” attached hereto and made part hereof. b. The making and performance of this Agreement and the other Loan Documents and consummation of the Acquisition will not (i) violate any Requirement of Law or decree, award, injunction, judgment by which such Loan Party is bound, (ii) violate the Organizational Documents of any Loan Party, (iii) cause or result in the imposition or creation of any lien upon any property of any Loan Party, (iv) or violate or result in a default or breach (immediately or with the passage of time) under any contract, agreement, indenture or instrument to which such Loan Party is a party, or by which such Loan Party is bound, including the Material Agreements. No Loan Party is in violation of any term of any contract, agreement, indenture or instrument to which it is a party or by which it may be bound which violation has or could have a Material Adverse Effect, or of its Organizational Documents. c. Each Loan Party has all requisite power and authority to enter into and perform this Agreement and each other Loan Document to which it is party and to incur the obligations herein and therein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicable. d. This Agreement, the Term Loan Note to be issued hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon each Loan Party, as applicable, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Organization and Validity. a. Each Loan Party Borrower (i) is a corporationcorporation or limited liability company, duly organized and validly existing under the laws of the state of its organization, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not have a Material Adverse Effect. A list of all states and other jurisdictions where each Loan Party Borrower is qualified to do business on the Closing Date is shown on Schedule “5.1” attached hereto and made part hereof. b. The making and performance of this Agreement and the other Loan Documents and consummation of the Acquisition will not (i) violate any Requirement of Law or decree, award, injunction, judgment by which such Loan Party Borrower is bound, (ii) violate the Organizational Documents of any Loan PartyBorrower, (iii) cause or result in the imposition or creation of any lien Lien upon any property of any Loan PartyBorrower, or (iv) or violate or result in a default or breach (immediately or with the passage of time) under any contract, agreement, indenture or instrument to which such Loan Party Borrower is a party, or by which such Loan Party Borrower is bound, including the Material Agreements. No Loan Party Borrower is in violation of any term of any contract, agreement, indenture or instrument to which it is a party or by which it may be bound which violation has or could have a Material Adverse Effect, or of its Organizational Documents. c. Each Loan Party Borrower has all requisite power and authority to enter into and perform this Agreement and each other Loan Document to which it is party and to incur the obligations herein and therein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicable. d. This Agreement, the Term Loan Note Notes to be issued hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon each Loan PartyBorrower, as applicable, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Organization and Validity. a. Each Loan Party Borrower (i) is a corporationcorporation or limited liability company, duly organized and validly existing under the laws of the state of its organization, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not have a Material Adverse Effect. A list of all states and other jurisdictions where each Loan Party Borrower is qualified to do business on the Closing Date is shown on Schedule “”5.1” attached hereto and made part hereof. b. The making and performance of this Agreement and the other Loan Documents and consummation of the Acquisition will not (i) violate any Requirement of Law or decree, award, injunction, judgment by which such Loan Party Borrower is bound, (ii) violate the Organizational Documents of any Loan PartyBorrower, (iii) cause or result in the imposition or creation of any lien Lien upon any property of any Loan PartyBorrower, or (iv) or violate or result in a default or breach (immediately or with the passage of time) under any contract, agreement, indenture or instrument to which such Loan Party Borrower is a party, or by which such Loan Party Borrower is bound, including the Material Agreements. No Loan Party Borrower is in violation of any term of any contract, agreement, indenture or instrument to which it is a party or by which it may be bound which violation has or could have a Material Adverse Effect, or of its Organizational Documents. c. Each Loan Party Borrower has all requisite power and authority to enter into and perform this Agreement and each other Loan Document to which it is party and to incur the obligations herein and therein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicable. d. This Agreement, the Term Loan Note to be issued hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon each Loan PartyBorrower, as applicable, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Organization and Validity. a. Each Loan Party (i) is a corporationcorporation or limited liability company, duly organized and validly existing under the laws of the state of its organization, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not have a Material Adverse Effect. A list of all states and other jurisdictions where each Loan Party is qualified to do business on the Closing Date is shown on Schedule “5.1” attached hereto and made part hereof. b. The making and performance of this Agreement and the other Loan Documents and consummation of the Acquisition will not (i) violate any Requirement of Law or decree, award, injunction, judgment by which such Loan Party is bound, (ii) violate the Organizational Documents of any Loan Party, (iii) cause or result in the imposition or creation of any lien upon any property of any Loan Party, (iv) or violate or result in a default or breach (immediately or with the passage of time) under any contract, agreement, indenture or instrument to which such Loan Party is a party, or by which such Loan Party is bound, including the Material Agreements. No Loan Party is in violation of any term of any contract, agreement, indenture or instrument to which it is a party or by which it may be bound which violation has or could have a Material Adverse Effect, or of its Organizational Documents. c. Each Loan Party has all requisite power and authority to enter into and perform this Agreement and each other Loan Document to which it is party and to incur the obligations herein and therein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicable. d. This Agreement, the Term Loan Note to be issued hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon each Loan Party, as applicable, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Organization and Validity. a. (a) Each Loan Party (i) Borrower is a corporation, duly organized as either a partnership, corporation or limited liability company and validly existing under the laws of the its state of its organization, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) incorporation or formation, is duly qualified, is validly existing and and, to the extent applicable, in good standing and has lawful power and authority to engage in the business it conducts in each state and other jurisdiction where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could would not have a Material Adverse Effectmaterial adverse effect on such Borrower's business, financial condition, Property or prospects. A list of all states and other jurisdictions where each Loan Party Borrower is qualified to do business on the Closing Date is shown on Schedule “5.1” attached hereto as SCHEDULE 2 and made a part hereof. b. (b) The making and performance of this Agreement and the other Loan Documents related agreements, and consummation of the Acquisition each document required by any Section hereof will not (i) violate any Requirement of Law law, government rule or decreeregulation, awardor the charter, injunctionminutes, judgment by which such Loan Party is boundpartnership agreement, (ii) violate the Organizational Documents operating agreement or bylaw provisions of any Loan Party, (iii) cause or result in the imposition or creation of any lien upon any property of any Loan Party, (iv) or Borrower violate or result in a default or breach (immediately or with the passage of time) under any contract, agreement, indenture agreement or instrument to which such Loan Party Borrower is a party, or by which such Loan Party a Borrower is bound, including the Material Agreements. No Loan Party Borrower is in violation of nor has knowingly caused any Person to violate any term of any contract, agreement, indenture agreement or instrument to which it or such Person is a party or by which it may be bound or of its charter, minutes, partnership agreement, operating agreement or bylaws, which violation has or could have a Material Adverse Effectmaterial adverse effect on any Borrower's business, financial condition, Property or of its Organizational Documentsprospects. c. (c) Each Loan Party Borrower has all requisite power and authority to enter into and perform this Agreement and each the other Loan Document to which it is party Documents and to incur the obligations herein and therein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. (d) This Agreement, the Revolving Credit Note and the other Loan Documents as applicable. d. This Agreement, the Term Loan Note required to be issued executed and delivered by any Borrower(s) hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon each Loan Party, as applicable, all such Borrowers a party thereto and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principlesterms.

Organization and Validity. a. (a) Each Loan Party (i) Borrower is a corporation, duly organized as either a partnership, corporation or limited liability company and validly existing under the laws of the its state of its organization, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) incorporation or formation, is duly qualified, is validly existing and and, to the extent applicable, in good standing and has lawful power and authority to engage in the business it conducts in each state and other jurisdiction where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not have reasonably be expected to cause a Material Adverse Effect. A list of all states and other jurisdictions where each Loan Party Borrower is qualified to do business on the Closing Date is shown on Schedule “5.1” attached hereto as Schedule 5.01 and made a part hereof. b. (b) The making and performance of this Agreement and the other Loan Documents related agreements, and consummation of the Acquisition each document required by any Section hereof will not violate (i) violate any Requirement of Law or decreelaw, awardgovernment rule, injunctionregulation, order, judgment by which or award applicable to such Loan Party is boundBorrower or its Property, (ii) violate the any provision of such Borrower’s Organizational Documents of any Loan PartyDocuments, or (iii) cause or result in the imposition or creation of any lien upon any property of any Loan Party, (iv) or violate or result in a default or breach (immediately or immediately, with the passage of timetime or with the giving of notice) under any contract, agreement, indenture agreement or instrument to which such Loan Party Borrower is a party, or by which such Loan Party Borrower is bound, including the Material Agreements. No Loan Party Borrower is in violation of any term of any contract, agreement, indenture agreement or instrument to which it is a party or by which it may be bound or of its Organizational Documents or minutes, which violation has or could have reasonably be expected to cause a Material Adverse Effect, or of its Organizational Documents. c. (c) Each Loan Party Borrower has all requisite power and authority to enter into and perform this Agreement and each the other Loan Document to which it is party Documents and to incur the obligations Obligations herein and therein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. (d) This Agreement, the Revolving Note and the other Loan Documents as applicable. d. This Agreement, the Term Loan Note required to be issued executed and delivered by any Borrower hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon each Loan Party, as applicable, such all Borrowers a party thereto and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principlesterms.

Organization and Validity. a. Each Loan Party Borrower (i) is a corporation, duly organized and validly existing under the laws of the state State of its organizationDelaware, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not have a Material Adverse Effect. A list of all states and other jurisdictions where each Loan Party Xxxxxxxx is qualified to do business on the Closing Date is shown on Schedule “5.1” 5.1 attached hereto and made part hereof. b. The To the best of Xxxxxxxx’s knowledge the making and performance of this Agreement and the other Loan Documents and consummation of the Acquisition will not (i) violate any Requirement of Law Law, or decreethe charter, awardminutes or bylaw provisions of Borrower, injunctionor of Borrower’s stockholders agreement, judgment by which such Loan Party is bound, (ii) violate the Organizational Documents of any Loan Party, (iii) cause or result in the imposition or creation of any lien upon any property of any Loan Party, (iv) or violate or result in a default or breach (immediately or with the passage of time) under any contract, agreement, indenture agreement or instrument to which such Loan Party Borrower is a party, or by which such Loan Party Borrower is bound, including the Material Agreements. No Loan Party Borrower is not in violation of any term of any contract, agreement, indenture agreement or instrument to which it is a party or by which it may be bound which violation has or could have a Material Adverse Effect, or of its Organizational Documentscharter, minutes or bylaw provisions, or of Borrower’s stockholders agreement. c. Each Loan Party Xxxxxxxx has all requisite power and authority to enter into and perform this Agreement and each other Loan Document to which it is party and to incur the obligations herein and therein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicable. d. This Agreement, the Term Loan Note Notes to be issued hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon each Loan Party, as applicableBorrower, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Organization and Validity. a. (a) Each Loan Party (i) Borrower is a corporation, duly organized as either a corporation or limited liability company and validly existing under the laws of the its state of its organizationincorporation or formation, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state and other jurisdiction where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could would not have a Material Adverse Effect. A list of the jurisdiction in which each Borrower is organized as well as a list of all states and other jurisdictions where each Loan Party Borrower is qualified to do business on the Closing Date is shown on Schedule “5.1” attached hereto as Schedule 2 and made a part hereof. b. (b) The making and performance of this Agreement and the other Loan Documents related agreements, and consummation of the Acquisition each document required by any Section hereof will not (i) violate any Requirement of Law law, government rule or decreeregulation, awardor the charter, injunctionminutes, judgment by which such Loan Party is boundpartnership agreement, (ii) violate the Organizational Documents operating agreement or bylaw provisions of any Loan Party, (iii) cause or result in the imposition or creation of any lien upon any property of any Loan Party, (iv) or Borrower violate or result in a default or breach (immediately or with the passage of time) under any contract, agreement, indenture agreement or instrument to which such Loan Party Borrower is a party, or by which such Loan Party a Borrower is bound, including the Material Agreements. No Loan Party Borrower is in violation of nor has knowingly caused any Person to violate any term of any contract, agreement, indenture agreement or instrument to which it or such Person is a party or by which it may be bound or of its charter, minutes, partnership agreement, operating agreement or bylaws, which violation has or could have a Material Adverse Effect, or of its Organizational Documents. c. (c) Each Loan Party Borrower has all requisite power and authority to enter into and perform this Agreement and each the other Loan Document to which it is party Documents and to incur the obligations herein and therein provided for, and has taken all proper and necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. (d) This Agreement, the Revolving Credit Note, the Term Note and the other Loan Documents as applicable. d. This Agreement, the Term Loan Note required to be issued executed and delivered by Borrower hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon each Loan Party, as applicable, all Borrowers a party thereto and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principlesterms.