Common use of Organization and Validity Clause in Contracts

Organization and Validity. (a) Each Borrower is duly organized as either a partnership, corporation or limited liability company and validly existing or subsisting under the laws of its state of organization, incorporation or formation, is duly qualified, 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 business requires qualification, except where the failure to so qualify could not reasonably be expected to cause a Material Adverse Effect. A list of all states and other jurisdictions where each Borrower is qualified to do business is attached hereto as Schedule 2.01 and made a part hereof. (b) The making and performance of this Agreement and related agreements, and each document required by any Section hereof, do not violate (i) any law, government rule, regulation, order, judgment or award applicable to such Borrower or its Property, (ii) any provision of such Borrower’s Organizational Documents, or (iii) violate or result in a default (immediately, with the passage of time or with the giving of notice) under any contract, agreement or instrument to which such Borrower is a party, or by which such Borrower is bound. No Borrower is in violation of, nor has knowingly caused any other Person to violate any term of any agreement or instrument to which it or such other Person is a party or by which it may be bound or of its Organizational Documents or minutes, which violation could reasonably be expected to cause a Material Adverse Effect. (c) Each 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 action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents to which such Borrower is a party. (d) This Agreement, the Revolving Note and the other Loan Documents required to be executed and delivered by any Borrower hereunder, when delivered, will be valid and binding upon all such Borrowers a party thereto and enforceable in accordance with their respective terms.

Organization and Validity. (a) Each Borrower of the Borrowers: (i) is duly organized as either a partnership, corporation or limited liability company and validly existing or subsisting under the laws of its state of organization, incorporation or formation, as the case may be; and (ii) is duly qualified, validly existing and, to the extent applicable, and in good standing 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 could would not reasonably be expected to cause 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 2.01 2 and made a part hereof. (b) The making and performance of this Agreement and the related agreements, and each document required by any Section hereof, do not violate Loan Documents will not: (i) violate any law, government rule, rule or regulation, orderor the charter, judgment minutes, partnership agreement, operating agreement or award applicable to such Borrower bylaw provisions of any of the Borrowers; or its Property, (ii) any provision of such Borrower’s Organizational Documents, or (iii) violate or result in a default (immediately, immediately or with the passage of time or with the giving of noticetime) under any contract, agreement or instrument to which such any Borrower is a party, or by which such Borrower any of the Borrowers is bound. No Borrower None of the Borrowers is in violation of, nor or has knowingly caused any other Person to violate any term of any agreement or instrument to which it or such other Person is a party or by which it may be bound bound, or of its Organizational Documents charter, minutes, partnership agreement, operating agreement or minutesbylaws, which violation could reasonably be expected to cause have a Material Adverse Effect. (c) Each Borrower of the Borrowers has all requisite power and authority to enter into and perform this Agreement and the other Loan Documents and to incur the Obligations obligations herein 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 to which such Borrower is a partyDocuments. (d) This Agreement, the Revolving Credit Note, Term Note A, Term Note B, and the other Loan Documents required to be executed and delivered by any Borrower hereunderDocuments, when delivered, will be valid and binding upon all such Borrowers a party thereto and enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally (including, without limitation, 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 injunctive relief, regardless of whether considered in a proceeding in equity or at law.

Organization and Validity. (a) Each Borrower of the Borrowers: (i) is duly organized as either a partnership, corporation or limited liability company and validly existing or subsisting under the laws of its state of organization, incorporation or formation, as the case may be; and (ii) is duly qualified, validly existing and, to the extent applicable, and in good standing 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 could would not reasonably be expected to cause 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 2.01 2 and made a part hereof. (b) The making and performance of this Agreement and the related agreements, and each document required by any Section hereof, do not violate Loan Documents will not: (i) violate any law, government rule, rule or regulation, orderor the charter, judgment minutes, partnership agreement, operating agreement or award applicable to such Borrower bylaw provisions of any of the Borrowers; or its Property, (ii) any provision of such Borrower’s Organizational Documents, or (iii) violate or result in a default (immediately, immediately or with the passage of time or with the giving of noticetime) under any contract, agreement or instrument to which such any Borrower is a party, or by which such Borrower any of the Borrowers is bound. No Borrower None of the Borrowers is in violation of, nor or has knowingly caused any other Person to violate any term of any agreement or instrument to which it or such other Person is a party or by which it may be bound bound, or of its Organizational Documents charter, minutes, partnership agreement, operating agreement or minutesbylaws, which violation could reasonably be expected to cause have a Material Adverse Effect. (c) Each Borrower of the Borrowers has all requisite power and authority to enter into and perform this Agreement and the other Loan Documents and to incur the Obligations obligations herein 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 to which such Borrower is a partyDocuments. (d) This Agreement, the Revolving Note Credit Note, the Term Note, and the other Loan Documents required to be executed and delivered by any Borrower hereunderDocuments, when delivered, will be valid and binding upon all such Borrowers a party thereto and enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, without limitation, 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 injunctive relief, regardless of whether considered in a proceeding in equity or at law.

Organization and Validity. (a) Each Borrower is duly organized as either a partnership, corporation or limited liability company and is validly existing or subsisting under the laws of its state of organization, incorporation or formation, is duly qualified, 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 in which the nature and extent of its business requires qualification, except where the failure to so qualify could not reasonably be expected to cause a Material Adverse Effect. A list of all states and other jurisdictions where each in which Borrower is qualified to do business is attached hereto as Schedule 2.01 5.01 and made a part hereof. (b) The making and performance of this Agreement and related agreementsthe other Loan Documents, and each document required by any Section hereof, do will not violate (i) violate any law, government rule, regulation, order, judgment or award applicable to such Borrower or its Property, (ii) violate any provision of such Borrower’s Organizational Documents, or (iii) violate or result in a default (immediately, with the passage of time or with the giving of notice) under any contract, agreement or instrument to which such Borrower is a party, or by which such Borrower is bound. No Borrower is not in violation of, nor and has not knowingly caused any other Person to violate any term of of, any agreement or instrument to which it or such other Person is a party or by which it may be bound or of its Organizational Documents or minutes, which violation could reasonably be expected to cause a Material Adverse Effect. (c) Each 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 action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents to which such Borrower is a partyDocuments. (d) This Agreement, the Revolving Note Agreement and the each other Loan Documents Document required to be executed and delivered by any Borrower hereunder, when delivered, will be valid and binding upon all such Borrowers a each Borrower party thereto and enforceable in accordance with their respective terms. (e) The Guaranty Agreement is valid and binding upon Guarantor and enforceable in accordance with its terms.

Organization and Validity. (a) Each Borrower is duly organized as either a partnership, corporation or limited liability company and validly existing or subsisting under the laws of its state of organization, incorporation or formation, is duly qualified, 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 business requires qualification, except where the failure to so qualify could not reasonably be expected to cause a Material Adverse Effect. A list of all states and other jurisdictions where each Borrower is qualified to do business is attached hereto as Schedule 2.01 5.01 and made a part hereof. (b) The making and performance of this Agreement and related agreements, and each document required by any Section hereof, do hereof will not violate (i) violate any law, government rule, regulation, order, judgment or award applicable to such Borrower or its Property, (ii) violate any provision of such Borrower’s Organizational Documents, or (iii) violate or result in a default (immediately, with the passage of time or with the giving of notice) under any contract, agreement or instrument to which such Borrower is a party, or by which such Borrower is bound. No Borrower is in violation of, nor has any Borrower knowingly caused any other Person to violate any term of any agreement or instrument to which it or such other Person is a party or by which it may be bound or of its Organizational Documents or minutes, which violation could reasonably be expected to cause a Material Adverse Effect. (c) Each 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 action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents to which such Borrower is a partyDocuments. (d) This Agreement, the Revolving Note Note, and the other Loan Documents required to be executed and delivered by any Borrower hereunder, when delivered, will be valid and binding upon all such Borrowers a party thereto and enforceable in accordance with their respective terms. (e) Each Guaranty is valid and binding upon the Guarantor party thereto and enforceable in accordance with its terms.