Common use of Organization, Authority and No Conflict Clause in Contracts

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 Except as otherwise permitted by Section 13.4, each Loan Party is a corporation an entity as specified on Schedule 11.6, is duly organized, validly existing and in good standing in the State of Delawarejurisdiction specified on Schedule 11.6, its has the state organizational identification number is 2465768 as specified on Schedule 11.6 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 such Loan Party is not so qualified, Borrower such Loan Party may cure any such failure without losing any of its rights, incurring any liens or material penalties, or otherwise affecting Lender’s rights. Borrower Each Loan Party has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements other Loan Documents and perform its obligations hereunder and thereunder. BorrowerEach Loan Party’s execution, delivery and performance of this Agreement and the Other Agreements other Loan Documents does not conflict with (a) the provisions of the its organizational documents of Borrowerdocuments, (b) any statute, regulation, ordinance or rule of lawlaw applicable to such Loan Party or its business, or (c) any agreement, contract or other document which may now or hereafter be is binding on Borrower, including, without limitation, the Indenturesuch Loan Party, except for conflicts with agreements, contracts or other documents which would could not reasonably be expected to have a Material Adverse Effect on BorrowerEffect, and Borrowereach Loan Party’s execution, delivery and performance of this Agreement and the Other Agreements other Loan Documents to which it is a party shall not result in the imposition of any lien or other encumbrance upon any of Borrowersuch Loan Party’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 such Loan Party or any of its property may be bound or affected. Holdings’ executionIf a Loan Party is a partnership or limited liability company, delivery such Loan Party shall have expressly elected to have its equity interests treated as “Securities” under and performance as defined in Article 8 of the Continuing Unconditional Guaranty does Uniform Commercial Code of its jurisdiction of organization; provided that, each of the Excluded Domestic Subsidiaries that is a limited liability company shall not conflict with the Indenture nor will it cause an have (x) expressly elected to have its equity interests treated as “Event of Default”, Securities” under and as defined thereinin Article 8 of the Uniform Commercial Code of its jurisdiction of organization or (y) evidenced such equity interests by certificates.

Organization, Authority and No Conflict. Borrower Continental is a corporation limited liability company, duly organized, validly existing and in good standing in the State of Delaware, its state organizational identification number is 2465768 00-0000000. Glit/Gemtex is a corporation, duly organized, validly existing and Borrower in good standing (or the local law equivalent) in the Province of Ontario and its organization identification number (or local equivalent) is 896694163. Nova Scotia is a company, duly organized, validly existing and in good standing (or the local law equivalent) in the Province of Nova Scotia and its organization identification number (or local equivalent) is 814583001. Each other Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and each Loan Party is duly qualified and in good standing in all states or provinces where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if Borrower such Loan Party is not so qualified, the absence of such qualification would not reasonably be expected to have a Material Adverse Effect. Each 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 and each other Loan Party has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements other Loan Documents and perform its obligations hereunder and thereunder. Each Borrower’s and each other Loan Party’s execution, delivery and performance of this Agreement and the Other Agreements other Loan Documents does not conflict with the provisions of the organizational documents of Borrowerany Borrower or any other Loan Party, 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 Indentureany Borrower or any other Loan Party, except for conflicts with any statute, regulation, ordinance or rule of law, or agreements, contracts or other documents which would not have a Material Adverse Effect on Borrowersuch Borrower or such other Loan Party, and each Borrower’s and each other Loan Party’s execution, delivery and performance of this Agreement and the Other Agreements other Loan Documents shall not result in the imposition of any lien or other encumbrance upon any of such Borrower’s or such other Loan Party’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 such Borrower or such Loan Party or any of its property their respective properties may be bound or affectedaffected which would reasonably be expected to have a Material Adverse Effect on such Borrower or such other Loan Party. Holdings’ executionIf any Borrower or any other Loan Party is a partnership or limited liability company, delivery such Borrower or such other Loan Party has not expressly elected to have its equity interests treated as “Securities” under and performance as defined in Article 8 of the Continuing Unconditional Guaranty does not conflict with the Indenture nor will it cause an “Event of Default”, as defined thereinNew York Uniform Commercial Code.

Organization, Authority and No Conflict. Each Borrower is a corporation an entity of the type set forth on Schedule 9.06, duly organized, validly existing and in good standing in under the State laws of Delawarethe jurisdiction of its incorporation, its state organizational organization or formation. Each Borrower’s jurisdiction of incorporation, organization or formation, federal employer identification number is 2465768 and organization identification number are correctly set forth on Schedule 9.06. Each 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 such Borrower is not so qualified, such Borrower may cure any such failure without losing any of its material rights, incurring any liens or material penalties, or otherwise materially affecting Lender’s rights. 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 Loan Documents and perform its obligations hereunder and thereunder. Each Borrower’s execution, delivery and performance of this Agreement and the Other Agreements 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, including, without limitation, the Indenture, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on BorrowerEffect, and such Borrower’s execution, delivery and performance of this Agreement and the Other Agreements Loan Documents 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 such Borrower or any of its property may be bound or affected. Holdings’ executionIf a Borrower is a partnership or limited liability company, delivery such Borrower has not expressly elected to have its equity interests treated as “Securities” under and performance as defined in Article 8 of the Continuing Unconditional Guaranty does not conflict with the Indenture nor will it cause an “Event of Default”, as defined thereinUCC.

Organization, Authority and No Conflict. Each Borrower is a corporation an entity of the type set forth on Schedule 9.06, duly organized, validly existing and in good standing in under the State laws of Delawarethe jurisdiction of its incorporation, its state organizational organization or formation. Each Borrower’s jurisdiction of incorporation, organization or formation, federal employer identification number is 2465768 and organization identification number are correctly set forth on Schedule 9.06. Except as set forth on Schedule 9.06, each 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 such 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. 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 Loan Documents and perform its obligations hereunder and thereunder. Each Borrower’s execution, delivery and performance of this Agreement and the Other Agreements 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, including, without limitation, the Indenture, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on BorrowerEffect, and such Borrower’s execution, delivery and performance of this Agreement and the Other Agreements Loan Documents 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 such Borrower or any of its property may be bound or affected. Holdings’ executionIf a Borrower is a partnership or limited liability company, delivery Borrower has not expressly elected to have its equity interests treated as “Securities” under and performance as defined in Article 8 of the Continuing Unconditional Guaranty does not conflict with the Indenture nor will it cause an “Event of Default”, as defined thereinUniform Commercial Code.

Organization, Authority and No Conflict. Borrower is a corporation an entity of the type set forth on Schedule 9.06, duly organized, validly existing and in good standing in under the State laws of Delawarethe jurisdiction of its incorporation, its state organizational organization or formation. Borrower’s jurisdiction of incorporation, organization or formation, federal employer identification number is 2465768 and organization identification number are correctly set forth on Schedule 9.06. 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, in each case to the 52 extent that failure to so qualify would not be reasonably expected to result in a Material Adverse Effect. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements Loan Documents and perform its obligations hereunder and thereunder. Borrower’s execution, delivery and performance of this Agreement and the Other Agreements Loan Documents 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 BorrowerEffect, and Borrower’s execution, delivery and performance of this Agreement and the Other Agreements shall Loan Documents will 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. Holdings’ executionIf Borrower is a partnership or limited liability company, delivery Borrower has not expressly elected to have its Equity Interests treated as “Securities” under and performance as defined in Article 8 of the Continuing Unconditional Guaranty does not conflict with the Indenture nor will it cause an “Event of Default”, as defined thereinUniform Commercial Code.

Organization, Authority and No Conflict. Each Borrower is a corporation an entity of the type set forth on Schedule 9.06, duly organized, validly existing and in good standing in under the State laws of Delawarethe jurisdiction of its incorporation, its state organizational organization or formation. Each Borrower’s jurisdiction of incorporation, organization or formation, federal employer identification number is 2465768 and organization identification number are correctly set forth on Schedule 9.06. Each 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 such Borrower is not so qualified, such Borrower may cure any such failure without losing any of its rights, incurring any liens or material penalties, or otherwise affecting Lender’s rights, in each case to the extent that failure to so qualify would not be reasonably 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 Agreements Loan Documents and perform its obligations hereunder and thereunder. Each Borrower’s execution, delivery and performance of this Agreement and the Other Agreements 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, including, without limitation, the Indenture, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on BorrowerEffect, and such Borrower’s execution, delivery and performance of this Agreement and the Other Agreements shall Loan Documents will not result in the imposition of any lien or other encumbrance upon any of Borrowersuch Xxxxxxxx’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 such Borrower or any of its property may be bound or affected. Holdings’ executionIf a Borrower is a partnership or limited liability company, delivery such Borrower has not expressly elected to have its Equity Interests treated as “Securities” under and performance as defined in Article 8 of the Continuing Unconditional Guaranty does not conflict with the Indenture nor will it cause an “Event of Default”, as defined thereinUniform Commercial Code.

Organization, Authority and No Conflict. Borrower Digital is a corporation corporation, duly organized, validly existing and in good standing in the State of DelawareNorth Carolina, its state organizational identification number is 2465768 225036BUS 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 or, if such Borrower is not so qualified, such Borrower may cure any such failure without losing any of its rights, incurring any liens or material penalties, or otherwise affecting Lender’s 's rights. Digital Audio is a corporation, duly organized, validly existing and in good standing in the State of North Carolina, its state organizational identification number is 364867BUS 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 or, if such Borrower is not so qualified, such Borrower may cure any such failure without losing any of its rights, incurring any liens or material penalties, or otherwise affecting Lender's rights. TwinVision is a corporation, duly organized, validly existing and in good standing in the State of North Carolina, its state organizational identification number is 396891BUS 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 or, if such Borrower is not so qualified, such Borrower may cure any such failure without losing any of its rights, incurring any liens or material penalties, or otherwise affecting Lender's rights. 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 's execution, delivery and performance of this Agreement and the Other Agreements 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 Borrower, including, without limitation, the Indenture, such Borrower except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on a Borrower, and each Borrower’s '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 Borrower’s '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 such 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 Clinical is a corporation corporation, duly organized, validly existing and in good standing in the State of Delaware, its state organizational identification number is 2465768 3577499 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 or, if such Borrower is not so qualified, such Borrower may cure any such failure without losing any of its rights, incurring any liens or material penalties, or otherwise affecting Lender’s rights. GPSI is a corporation, duly organized, validly existing and in good standing in the State of Delaware, its state organizational identification number is 3627490 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 or, if such Borrower is not so qualified, such Borrower may cure any such failure without losing any of its rights, incurring any liens or material penalties, or otherwise affecting Lender’s rights. BioClinical is a corporation, duly organized, validly existing and in good standing in the State of Delaware, its state organizational identification number is 2724497 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 or, if such Borrower is not so qualified, such Borrower may cure any such failure without losing any of its rights, incurring any liens or material penalties, or otherwise affecting Lender’s rights. 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 's execution, delivery and performance of this Agreement and the Other Agreements 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 Borrower, including, without limitation, the Indenture, such Borrower except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on such Borrower, and each Borrower’s '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 Borrower’s '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 such 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. Each Borrower is a corporation corporation, duly organized, validly existing and in good standing in the State of DelawareIllinois, its state organizational identification number is 2465768 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 or, if such Borrower is not so qualified, such Borrower may cure any such failure without losing any of its rights, incurring any liens Liens or material penalties, penalties or otherwise affecting Lender’s 's rights. CTI Industries' State Organization Identification Number is 6178-634-1 and CTI Helium's State Oxxxxxxxxxxnal Identification Number is 6201-017-7. Each Borrower has the right and power rxxxx xxx xower 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 's execution, delivery and performance of this Agreement and the Other Agreements does do 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, including, without limitation, the Indenture, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on such Borrower, and each Borrower’s 's execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any lien or other encumbrance Lien upon any of such Borrower’s '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 such 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 corporation an entity of the type set forth on Schedule 9.06, duly organized, validly existing and in good standing in under the State laws of Delawarethe jurisdiction of its incorporation, its state organizational organization or formation. Borrower’s jurisdiction of incorporation, organization or formation, federal employer identification number is 2465768 and organization identification number are correctly set forth on Schedule 9.06. 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 Bxxxxxxx has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements Loan Documents and perform its obligations hereunder and thereunder. Borrower’s execution, delivery and performance of this Agreement and the Other Agreements Loan Documents does not conflict with the provisions of the organizational documents of BorrowerBxxxxxxx, 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 BorrowerEffect, and BorrowerBxxxxxxx’s execution, delivery and performance of this Agreement and the Other Agreements shall Loan Documents will 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. Holdings’ executionIf Borrower is a partnership or limited liability company, delivery Borrower has not expressly elected to have its equity interests treated as “Securities” under and performance as defined in Article 8 of the Continuing Unconditional Guaranty does not conflict with the Indenture nor will it cause an “Event of Default”, as defined thereinUniform Commercial Code.