Organization, Authority and No Conflict. Borrower is a corporation duly organized, validly existing and in good standing in the State of Illinois, its state organizational identification number on the date hereof is 50244296 and Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary, except where the failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect on Borrower. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements to which it is a party and perform its obligations hereunder and thereunder. Borrower’s execution, delivery and performance of this Agreement and the Other Agreements to which it is a party does not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which is binding on Borrower, in each case, which conflict could reasonably be expected to have a Material Adverse Effect on Borrower, and Borrower’s execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any lien or other encumbrance upon any of Borrower’s property under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected other than in favor of Agent on behalf of the Lenders.
Organization, Authority and No Conflict. Borrower is a corporation duly organized, validly existing and in good standing in the State of Delaware, its state organizational identification number is 2465768 and Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if Borrower is not so qualified, Borrower may cure any such failure without losing any of its rights, incurring any liens or material penalties, or otherwise affecting Lender’s rights. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements and perform its obligations hereunder and thereunder. Borrower’s execution, delivery and performance of this Agreement and the Other Agreements does not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on Borrower, including, without limitation, the Indenture, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on Borrower, and Borrower’s execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any lien or other encumbrance upon any of Borrower’s property under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected. Holdings’ execution, delivery and performance of the Continuing Unconditional Guaranty does not conflict with the Indenture nor will it cause an “Event of Default”, as defined therein.
Organization, Authority and No Conflict. Borrower is a limited liability company duly organized, validly existing and in good standing in the State of Delaware and has an organizational identification number and chief executive office as indicated on Schedule 11(f) hereto. Borrower is duly qualified and in good standing in all jurisdictions where the nature and extent of the business transacted by it or the ownership of its assets makes such qualifications necessary, except where the failure to so qualify would have a Material Adverse Effect. The jurisdictions of qualification to do business of Borrower are indicated on Schedule 11(f) A hereto. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements and perform its obligations hereunder and thereunder. Borrower’s execution, delivery and performance of this Agreement and the Other Agreements does not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on such Loan Party, and Borrower’s execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any lien or other encumbrance upon any of Borrower’s property under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected.
Organization, Authority and No Conflict. Borrower is a corporation, duly organized, validly existing and in good standing in the State of Indiana, its state organizational identification number is 2001042700056 and Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if Borrower is not so qualified, Borrower may cure any such failure without losing any of its rights, incurring any liens or material penalties, or otherwise affecting Lender’s rights. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements and perform its obligations hereunder and thereunder. Borrower's execution, delivery and performance of this Agreement and the Other Agreements does not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on Borrower, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on Borrower, and Borrower's execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any lien or other encumbrance upon any of Borrower's property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected.
Organization, Authority and No Conflict. Each Credit Party is a duly organized, validly existing and in good standing in its state of formation, its state organizational identification number is as set forth on Exhibit A and such Credit Party is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if such Credit Party is not so qualified, such Credit Party may cure any such failure without losing any of its rights, incurring any liens or material penalties, or otherwise affecting Lender’s rights. Each Credit Party has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement, the Other Agreements and the Acquisition Documents and perform its obligations hereunder and thereunder. Each Credit Party’s execution, delivery and performance of this Agreement, the Other Agreements and the Acquisition Documents does not conflict with the provisions of the organizational documents of such Credit Party, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on such Credit Party except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on such Credit Party, and each Credit Party’s execution, delivery and performance of this Agreement, the Other Agreements and the Acquisition Documents shall not result in the imposition of any lien or other encumbrance (other than the Permitted Liens) upon any of such Credit Party’s property under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which such Credit Party or any of its property may be bound or affected.
Organization, Authority and No Conflict. Manitex International is a corporation, duly organized, validly existing and in good standing in the State of Michigan and its state organizational identification number is 10296D. Manitex is a corporation, duly organized, validly existing and in good standing in the State of Texas and its organizational identification number is 0075051300. Sabre is a corporation, duly organized, validly existing and in good standing in the State of Michigan and its organizational identification number is 05206J. Badger is a corporation, duly organized, validly existing and in good standing in the State of Minnesota and its organizational identification number is 12P-56. Crane and Machinery is a corporation, duly organized, validly existing and in good standing in the State of Illinois and its organizational identification number is 0000-000-0. Crane and Machinery Leasing is a corporation, duly organized, validly existing and in good standing in the State of Illinois and its organizational identification number is 0000-000-0. LiftKing US is a corporation, duly organized, validly existing and in good standing in the State of Michigan and its organizational identification number is 00-0000000. Manitex LLC is a limited liability company, duly organized, validly existing and in good standing the State of Delaware and its organizational identification number is 00-0000000. LiftKing Canada is an unlimited liability corporation incorporated under the laws of the Province of Alberta, validly existing and in good standing under the laws of the Province of Alberta. Each such Borrower is duly qualified and in good standing in all states or provinces, as applicable, where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if such Borrower is not so qualified, failure to so qualify could not reasonably be expected to result in a Material Adverse Effect. Each Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the other Loan Documents and perform its obligations hereunder and thereunder. Each Borrower’s execution, delivery and performance of this Agreement and the other Loan Documents does not conflict with the provisions of the organizational documents of such Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on such Borrower, except for conflicts wi...
Organization, Authority and No Conflict. (i) US Borrower is a corporation, duly organized, validly existing and in active status in the State of Wisconsin, its state organizational identification number is 1000801 and US Borrower is duly qualified and in good standing in all jurisdictions where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary, except where the failure to be so qualified outside of Wisconsin could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
(ii) German Borrower is a German limited liability company, duly organized, validly existing in Germany and German Borrower is duly qualified and in good standing in all jurisdictions where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary, except where the failure to be so qualified outside of Germany could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
(iii) Spanish Borrower is a Spanish corporation, duly organized, validly existing and in good standing in Spain and Spanish Borrower is duly qualified and in good standing in all jurisdictions where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary, except where the failure to be so qualified outside of Spain could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
(iv) Each other Company is of the type of entity set forth next to such Company’s name on Schedule 11(p) hereto, duly organized, validly existing and in good standing in its jurisdiction of organization, duly qualified and in good standing in all jurisdictions where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary, except where the failure to be so qualified outside its jurisdiction of organization could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
(v) Each Company has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements that it is a party to, if any, and perform its obligations hereunder and thereunder. Each Company’s execution, delivery and performance of this Agreement and the Other Agreements that it is party to, if any, does not conflict with the...
Organization, Authority and No Conflict. Borrower is duly organized, validly existing and in good standing in the State of Delaware, its state organizational identification number is 884062 and Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if Borrower is not so qualified, Borrower may cure any such failure without losing any of its rights, incurring any liens or material penalties, or otherwise affecting Lender's rights. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements and perform its obligations hereunder and thereunder. Borrower's execution, delivery and performance of this Agreement and the Other Agreements does not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on Borrower, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on Borrower, and Borrower's execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any lien or other encumbrance upon any of Borrower's property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected.
Organization, Authority and No Conflict. AMCON is a corporation, duly organized, validly existing and in good standing in the State of Delaware, its state organizational identification number is 2093842 and such Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary. Chamberlin Natural is a corpxxxxxxx, xuly organized, validly existing and in good standing in the State of Florida, its state organizational identification number is 538536 and such Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary. Hawaiian Natural is a corporation, duly organized, validly existing and in good standing in the State of Delaware, its state organizational identification number is 3293592 and such Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary. Beverage Group is a corporation, duly organized, validly existing and in good standing in the State of Delaware, its state organizational identification number is 3607471 and such Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary. Health Food is a corporation, duly organized, validly existing and in good standing in the State of Oklahoma, its state organizational identification number is 1900173205 and such Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary. Trinity Springs, Inc. is a corporation, duly organized, validly existing and in good standing in the State of Delaware, its state organizational identification number is 3791436 and such Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary. Each Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements and perform its obligations hereunder and thereunder. Each Borrower's execution, delivery and performance of this Agreement and ...
Organization, Authority and No Conflict. Each Borrower and each Guarantor is duly organized, validly existing and in good standing under the laws of its state of organization, is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary (except to the extent such failure to do so will not result in a Material Adverse Effect). Each Borrower and each Guarantor has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements to which it is a part and perform its obligations hereunder and thereunder. Each Borrower's and each Guarantor's execution, delivery and performance of this Agreement and the Other Agreements to which it is a party does not conflict with the provisions of the organizational documents of such party, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on such party, and such party's execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any lien or other encumbrance upon any of such party's property under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which such party or any of its property may be bound or affected.
