Common use of Organization and Validity Clause in Contracts

Organization and Validity. a. Each of Borrower and its Subsidiaries is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as applicable and is duly qualified to do business in, and is in good standing in, all other jurisdictions where the nature of its business or the nature of property owned or used by it makes such qualification necessary, except where such failure would not have a Material Adverse Effect. Each of Borrower and its Subsidiaries has all requisite corporate (or other applicable) powers and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. b. The execution, delivery and performance by Borrower of this Agreement and each Loan Document to which it is a party are within Borrower’s corporate (or other applicable) powers, have been duly authorized by all necessary corporate (or other applicable) action, do not contravene (i) Borrower’s certificate of incorporation, (ii) any law, rule or regulation applicable to Borrower or (iii) any contractual or legal restriction binding on or affecting Borrower, and will not result in or require the imposition of any Lien on any property (including, without limitation, accounts or contract rights) of Borrower, except as provided in this Agreement and any other the Loan Document. c. No Governmental Action is required for the execution or delivery by Borrower of this Agreement or any other Loan Document to which it is a party or for the performance by Borrower of its obligations under this Agreement or any other Loan Document other than those which have previously been duly obtained, are in full force and effect, are not subject to any pending or, to the knowledge of Borrower, threatened appeal or other proceeding seeking reconsideration and as to which all applicable periods of time for review, rehearing or appeal with respect thereto have expired. d. This Agreement and each Loan Document to which Borrower is a party is a legal, valid and binding obligation of Borrower party thereto, enforceable against Borrower in accordance with its terms subject to the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws of general application affecting rights and remedies of creditors generally.

Organization and Validity. a. (a) Each of Borrower the Borrowers and their Subsidiaries: (i) is duly organized as either a corporation or limited liability company and validly existing under the laws of its Subsidiaries state of incorporation or formation, as the case may be; and (ii) is an entity duly organizedqualified, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as applicable and is duly qualified to do business instanding, and is has lawful power and authority to engage in good standing in, all the business it conducts in each state and other jurisdictions jurisdiction where the nature and extent of its business or the nature of property owned or used by it makes such qualification necessaryrequires qualification, except where such the failure to so qualify would not have a Material Adverse Effect. A list of all states and other jurisdictions where each Borrower is qualified to do business as of the Closing Date is attached hereto as Schedule 5.1 and made a part hereof. (b) The making and performance of this Agreement and the related Loan Documents will not: (i) violate any law, government rule or regulation, or the charter, minutes, partnership agreement, operating agreement or bylaw provisions of any of the Borrowers; or (ii) violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which any Borrower or any Subsidiary is a party, or by which any of the Borrowers or such Subsidiaries is bound. None of the Borrowers or any Subsidiary is in violation of, or has knowingly caused any Person to violate any term of any 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 could reasonably be expected to have a Material Adverse Effect. (c) Each of Borrower and its Subsidiaries the Borrowers has all requisite corporate (or other applicable) powers power and authority to own or lease enter into and operate its properties perform this Agreement and the other Loan Documents and to carry on its business as now conducted incur the obligations herein provided for, and as proposed has taken all proper and necessary corporate action to be conducted. b. The authorize the execution, delivery and performance by Borrower of this Agreement and each the other Loan Document Documents. (d) This Agreement, the Revolving Credit Note, the Term Note, and the other Loan Documents, when delivered, will be valid and binding upon Borrowers and enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to which it is a party are within Borrower’s corporate (or other applicable) powers, have been duly authorized by all necessary corporate (or other applicable) action, do not contravene (i) Borrower’s certificate of incorporation, (ii) any law, rule or regulation applicable to Borrower or (iii) any contractual or legal restriction binding on or affecting Borrower, and will not result in or require the imposition of any Lien on any property creditors’ rights generally (including, without limitation, accounts fraudulent conveyance laws) and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or contract rights) injunctive relief, regardless of Borrower, except as provided whether considered in this Agreement and any other the Loan Documenta proceeding in equity or at law. c. No Governmental Action is required for the execution or delivery by Borrower of this Agreement or any other Loan Document to which it is a party or for the performance by Borrower of its obligations under this Agreement or any other Loan Document other than those which have previously been duly obtained, are in full force and effect, are not subject to any pending or, to the knowledge of Borrower, threatened appeal or other proceeding seeking reconsideration and as to which all applicable periods of time for review, rehearing or appeal with respect thereto have expired. d. This Agreement and each Loan Document to which Borrower is a party is a legal, valid and binding obligation of Borrower party thereto, enforceable against Borrower in accordance with its terms subject to the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws of general application affecting rights and remedies of creditors generally.

Organization and Validity. a. Each (a) Such BORROWER is duly organized as either a corporation or a partnership and validly existing under the laws of Borrower and its Subsidiaries state of incorporation or formation, is an entity duly organizedqualified, is validly existing and in good standing under and has lawful power and authority to engage in the laws of business it conducts in each state and other jurisdiction where the jurisdiction nature and extent of its incorporation business requires qualification, except where the failure to so qualify would not have a material adverse effect on such BORROWER'S business, financial condition, Property or organization, as applicable prospects. A list of all states and other jurisdictions where such BORROWER is duly qualified to do business in, is attached hereto as SCHEDULE 2 and is in good standing in, all other jurisdictions where the nature of its business or the nature of property owned or used by it makes such qualification necessary, except where such failure would not have made a Material Adverse Effect. Each of Borrower and its Subsidiaries has all requisite corporate (or other applicable) powers and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conductedpart hereof. b. (b) The execution, delivery and performance of this Agreement, the other Loan Documents and all related agreements and each document required by Borrower any Section hereof will not violate any law, government rule or regulation, which violation could have a material adverse effect on the business, financial condition, Property or prospects of the BORROWERS, taken as a whole, or the charter, minutes, partnership agreement or bylaw provisions of BORROWER, violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which such BORROWER is a party, or by which such BORROWER is bound, which violation or default could have a material adverse effect on the business, financial condition, Property or prospects of the BORROWERS, taken as a whole. Such BORROWER is not in violation of nor has knowingly caused any Person to violate any term of any 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 or bylaws, which violation could have a material adverse effect on the business, financial condition, Property or prospects of the BORROWERS, taken as a whole. (c) Such BORROWER has all requisite power and authority to enter into and perform this Agreement and the other Loan Documents and to incur the Obligations herein provided for, and has taken all proper and necessary corporate action or other necessary action to authorize the execution, delivery and performance of this Agreement and each the other Loan Document to which it is a party are within Borrower’s corporate (or other applicable) powers, have been duly authorized by all necessary corporate (or other applicable) action, do not contravene (i) Borrower’s certificate of incorporation, (ii) any law, rule or regulation applicable to Borrower or (iii) any contractual or legal restriction binding on or affecting Borrower, and will not result in or require the imposition of any Lien on any property (including, without limitation, accounts or contract rights) of Borrower, except as provided in this Agreement and any other the Loan DocumentDocuments. c. No Governmental Action is required for (d) This Agreement, the execution or delivery by Borrower of this Agreement or any Revolving Credit Note, the Acquisition Term Loan Note and the other Loan Document to which it is a party or for the performance by Borrower of its obligations under this Agreement or any other Loan Document other than those which have previously been duly obtainedDocuments, are in full force and effectwhen delivered, are not subject to any pending or, to the knowledge of Borrower, threatened appeal or other proceeding seeking reconsideration and as to which all applicable periods of time for review, rehearing or appeal with respect thereto have expired. d. This Agreement and each Loan Document to which Borrower is a party is a legal, will be valid and binding obligation of Borrower upon all such BORROWER party thereto, thereto and enforceable against Borrower in accordance with its terms subject to the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws of general application affecting rights and remedies of creditors generallytheir respective terms.

Organization and Validity. a. Each Borrower (i) is a corporation, duly organized and validly existing under the laws of the State of Delaware, (ii) Borrower is duly authorized and qualified to conduct business in the State of Florida, (iii) has the appropriate power and authority to operate its Subsidiaries business and to own its Property and (iv) is an entity duly organizedqualified, is validly existing and in good standing under and has lawful power and authority to engage in the laws of the jurisdiction of its incorporation or organization, as applicable and is duly qualified to do business in, and is it conducts in good standing in, all other jurisdictions each state where the nature and extent of its business or the nature of property owned or used by it makes such qualification necessaryrequires qualification, except where such the failure would to so qualify does not and could not reasonably be expected to have a Material Adverse Effect. Each A list of all states and other jurisdictions where Borrower is qualified to do business is shown on Borrower’s Information Certificate attached hereto and its Subsidiaries has all requisite corporate (or other applicable) powers and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conductedmade part hereof. b. The execution, delivery making and performance by Borrower of this Agreement and each the other Loan Document to which it is a party are within Borrower’s corporate (or other applicable) powers, have been duly authorized by all necessary corporate (or other applicable) action, do not contravene (i) Borrower’s certificate of incorporation, (ii) any law, rule or regulation applicable to Borrower or (iii) any contractual or legal restriction binding on or affecting Borrower, and Documents will not result in violate any Requirement of Law, or require the imposition of any Lien on any property (includingcharter, without limitation, accounts minutes or contract rights) bylaw provisions of Borrower, except as provided or violate or result in this Agreement and a default (immediately or with the passage of time) under any other the Loan Document. c. No Governmental Action contract, agreement or instrument to which Borrower is required for the execution a party, or delivery by which Borrower is bound. Borrower is not in violation of this Agreement any term of any agreement or any other Loan Document instrument to which it is a party or for the performance by Borrower which it may be bound which violation has or could reasonably be expected to have a Material Adverse Effect, or of its obligations under charter, minutes or bylaw provisions. c. Borrower has all requisite power and authority to enter into and perform this Agreement or any and to incur the obligations herein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Document other than those which have previously been duly obtained, are in full force and effect, are not subject to any pending or, to the knowledge of Borrower, threatened appeal or other proceeding seeking reconsideration and Documents as to which all applicable periods of time for review, rehearing or appeal with respect thereto have expiredapplicable. d. This Agreement Agreement, the Notes to be issued hereunder, and each all of the other Loan Document to which Borrower is a party is a legalDocuments, when delivered, will be valid and binding obligation of Borrower party theretoupon Borrower, and enforceable against Borrower in accordance with its terms subject to the effect of their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and by general application affecting rights and remedies of creditors generallyequitable principles.

Organization and Validity. a. Each (a) Such BORROWER is duly organized as either a corporation or a partnership and validly existing under the laws of Borrower and its Subsidiaries state of incorporation or formation, is an entity duly organizedqualified, is validly existing and in good standing under and has lawful power and authority to engage in the laws of business it conducts in each state and other jurisdiction where the jurisdiction nature and extent of its incorporation business requires qualification, except where the failure to so qualify would not have a material adverse effect on such BORROWER'S business, financial condition, Property or organization, as applicable prospects. A list of all states and other jurisdictions where such BORROWER is duly qualified to do business in, is attached hereto as SCHEDULE 2 and is in good standing in, all other jurisdictions where the nature of its business or the nature of property owned or used by it makes such qualification necessary, except where such failure would not have made a Material Adverse Effect. Each of Borrower and its Subsidiaries has all requisite corporate (or other applicable) powers and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conductedpart hereof. b. (b) The execution, delivery and performance of this Agreement, the other Loan Documents and all related agreements and each document required by Borrower any Section hereof will not violate any law, government rule or regulation, which violation could have a material adverse effect on the business, financial condition, Property or prospects of the BORROWERS, taken as a whole, or the charter, minutes, partnership agreement or bylaw provisions of BORROWER, violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which such BORROWER is a party, or by which such BORROWER is bound, which violation or default could have a material adverse effect on the business, financial condition, Property or prospects of the BORROWERS, taken as a whole. Such BORROWER is not in violation of nor has knowingly caused any Person to violate any term of any 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 or bylaws, which violation could have a material adverse effect on the business, financial condition, Property or prospects of the BORROWERS, taken as a whole. (c) Such BORROWER has all requisite power and authority to enter into and perform this Agreement and the other Loan Documents and to incur the Obligations herein provided for, and has taken all proper and necessary corporate action or other necessary action to authorize the execution, delivery and performance of this Agreement and each the other Loan Document to which it is a party are within Borrower’s corporate (or other applicable) powers, have been duly authorized by all necessary corporate (or other applicable) action, do not contravene (i) Borrower’s certificate of incorporation, (ii) any law, rule or regulation applicable to Borrower or (iii) any contractual or legal restriction binding on or affecting Borrower, and will not result in or require the imposition of any Lien on any property (including, without limitation, accounts or contract rights) of Borrower, except as provided in this Agreement and any other the Loan DocumentDocuments. c. No Governmental Action is required for (d) This Agreement, the execution or delivery by Borrower of this Agreement or any Revolving Credit Note, the Term Loan Note and the other Loan Document to which it is a party or for the performance by Borrower of its obligations under this Agreement or any other Loan Document other than those which have previously been duly obtainedDocuments, are in full force and effectwhen delivered, are not subject to any pending or, to the knowledge of Borrower, threatened appeal or other proceeding seeking reconsideration and as to which all applicable periods of time for review, rehearing or appeal with respect thereto have expired. d. This Agreement and each Loan Document to which Borrower is a party is a legal, will be valid and binding obligation of Borrower upon all such BORROWER party thereto, thereto and enforceable against Borrower in accordance with its terms subject to the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws of general application affecting rights and remedies of creditors generallytheir respective terms.

Organization and Validity. a. Each of (a) Borrower and each of its Subsidiaries (i) is an a corporation, limited liability company, partnership or other legal entity (as indicated on Schedule 5.1 hereto) duly organizedorganized or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organizationformation, as applicable (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified to do business inqualified, is validly existing and is in good standing in, all other jurisdictions and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business or the nature of property owned or used by it makes such qualification necessaryrequires qualification, except where such the failure would to so qualify does not and could not have a Material Adverse Effect. Each A list of all states and other jurisdictions where Borrower and its Subsidiaries has all requisite corporate (or other applicable) powers each Guarantor is qualified to do business is shown on Schedule 5.1 attached hereto and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conductedmade part hereof. b. (b) The execution, delivery making and performance by Borrower of this Agreement and each the other Loan Document Documents will not violate any Requirement of Law, or the charter, minutes or bylaw provisions of Borrower or any Guarantor, or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which it Borrower or any Guarantor is a party are within Borrower’s corporate (party, or other applicable) powers, have been duly authorized by all necessary corporate (or other applicable) action, do not contravene (i) Borrower’s certificate of incorporation, (ii) any law, rule or regulation applicable to which Borrower or (iii) any contractual or legal restriction binding on or affecting Borrower, and will not result Guarantor is bound. Neither Borrower nor any Guarantor is in or require the imposition violation of any Lien on term of any property (including, without limitation, accounts agreement or contract rights) of Borrower, except as provided in this Agreement and any other the Loan Document. c. No Governmental Action is required for the execution or delivery by Borrower of this Agreement or any other Loan Document instrument to which it is a party or for by which it may be bound which violation has or could have a Material Adverse Effect, or of the performance by Borrower’s or such Guarantor’s charter, minutes or bylaw provisions,. (c) Borrower of its obligations under and has all requisite power and authority to enter into and perform this Agreement or any and to incur the obligations herein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Document other than those which have previously been duly obtained, are in full force and effect, are not subject to any pending or, to the knowledge of Borrower, threatened appeal or other proceeding seeking reconsideration and Documents as to which all applicable periods of time for review, rehearing or appeal with respect thereto have expiredapplicable. d. (d) This Agreement Agreement, the Notes to be issued hereunder, and each all of the other Loan Document to which Borrower is a party is a legalDocuments, when delivered, will be valid and binding obligation of upon Borrower party theretoand each Guarantor, as the case may be, and enforceable against Borrower in accordance with its their respective terms subject to the effect of except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws affecting the enforcement of creditors' rights generally and by general application affecting rights and remedies of creditors generallyequitable principles.

Organization and Validity. a. Each Borrower (i) is a publicly-held corporation, duly organized and validly existing under the laws of Borrower the State of Delaware, (ii) has the appropriate power and authority to operate its Subsidiaries business and to own its Property and (iii) is an entity duly organizedqualified, is validly existing and in good standing under and has lawful power and authority to engage in the laws of the jurisdiction of its incorporation or organization, as applicable and is duly qualified to do business in, and is it conducts in good standing in, all other jurisdictions each state where the nature and extent of its business or the nature of property owned or used by it makes such qualification necessaryrequires qualification, except where such the failure would to so qualify does not and could not reasonably be expected to have a Material Adverse Effect. Each A list of all states and other jurisdictions where Borrower is qualified to do business is shown on Schedule ”5.1” attached hereto and its Subsidiaries has all requisite corporate (or other applicable) powers and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conductedmade part hereof. b. The execution, delivery making and performance by Borrower of this Agreement and each the other Loan Document to which it is a party are within Borrower’s corporate (or other applicable) powers, have been duly authorized by all necessary corporate (or other applicable) action, do not contravene (i) Borrower’s certificate of incorporation, (ii) any law, rule or regulation applicable to Borrower or (iii) any contractual or legal restriction binding on or affecting Borrower, and Documents will not result in violate any Requirement of Law, or require the imposition of any Lien on any property (includingcharter, without limitation, accounts minutes or contract rights) bylaw provisions of Borrower, except or of Borrower’s operating agreement or partnership agreement, as provided applicable, or violate or result in this Agreement and a default (immediately or with the passage of time) under any other the Loan Document. c. No Governmental Action contract, agreement or instrument to which Borrower is required for the execution a party, or delivery by which Borrower is bound. Borrower is not in violation of this Agreement any term of any agreement or any other Loan Document instrument to which it is a party or for the performance by Borrower which it may be bound which violation has or could reasonably be expected to have a Material Adverse Effect, or of its obligations under charter, minutes or bylaw provisions, or of Borrower’s operating agreement or partnership agreement, as applicable. c. Borrower has all requisite power and authority to enter into and perform this Agreement or any and to incur the obligations herein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Document other than those which have previously been duly obtained, are in full force and effect, are not subject to any pending or, to the knowledge of Borrower, threatened appeal or other proceeding seeking reconsideration and Documents as to which all applicable periods of time for review, rehearing or appeal with respect thereto have expiredapplicable. d. This Agreement Agreement, the Notes to be issued hereunder, and each all of the other Loan Document to which Borrower is a party is a legalDocuments, when delivered, will be valid and binding obligation of Borrower party theretoupon Borrower, and enforceable against Borrower in accordance with its their respective terms subject to the effect of except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws affecting the enforcement of creditors” rights generally and by general application affecting rights and remedies of creditors generallyequitable principles.

Organization and Validity. a. (a) Each of Borrower is duly organized as either a partnership, corporation or limited liability company and its Subsidiaries is an entity duly organized, validly existing and in good standing under the laws of its state of organization, incorporation or formation, is duly qualified, is validly existing 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 incorporation business requires qualification, except where the failure to so qualify would not have a material adverse effect on such Borrower’s business, financial condition, Property or organization, as applicable prospects. A list of all states and other jurisdictions where each Borrower is duly qualified to do business inis attached hereto as Schedule 2 and made a part hereof. (b) The making and performance of this Agreement and related agreements, and each document required by any Section hereof will not violate any law, government rule or regulation, or the charter, minutes, partnership agreement, operating agreement or bylaw provisions of any Borrower violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Borrower is a party, or by which a Borrower is bound. No Borrower is in good standing in, all other jurisdictions where the nature violation of nor has knowingly caused any Person to violate any term of any agreement or instrument to which it or such Person is a party or by which it may be bound or of its business charter, minutes, partnership agreement, operating agreement or the nature of property owned or used by it makes such qualification necessarybylaws, except where such failure would not which violation could have a Material Adverse Effect. material adverse effect on any Borrower’s business, financial condition, Property or prospects. (c) Each of Borrower and its Subsidiaries has all requisite corporate (or other applicable) powers power and authority to own or lease enter into and operate its properties perform this Agreement and the other Loan Documents and to carry on its business as now conducted incur the obligations herein provided for, and as proposed has taken all proper and necessary action to be conducted. b. The authorize the execution, delivery and performance by Borrower of this Agreement and each the other Loan Document to which it is a party are within Borrower’s corporate (or other applicable) powers, have been duly authorized by all necessary corporate (or other applicable) action, do not contravene (i) Borrower’s certificate of incorporation, (ii) any law, rule or regulation applicable to Borrower or (iii) any contractual or legal restriction binding on or affecting Borrower, and will not result in or require the imposition of any Lien on any property (including, without limitation, accounts or contract rights) of Borrower, except as provided in this Agreement and any other the Loan DocumentDocuments. c. No Governmental Action is required for (d) This Agreement, the execution or delivery by Borrower of this Agreement or any Revolving Credit Note and the other Loan Document Documents required to which it is a party or for the performance be executed and delivered by Borrower of its obligations under this Agreement or any other Loan Document other than those which have previously been duly obtainedBorrower(s) hereunder, are in full force and effectwhen delivered, are not subject to any pending or, to the knowledge of Borrower, threatened appeal or other proceeding seeking reconsideration and as to which all applicable periods of time for review, rehearing or appeal with respect thereto have expired. d. This Agreement and each Loan Document to which Borrower is a party is a legal, will be valid and binding obligation of Borrower upon all such Borrowers a party thereto, thereto and enforceable against Borrower in accordance with its terms subject to the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws of general application affecting rights and remedies of creditors generallytheir respective terms.