Common use of Organization; Existence; Compliance with Law Clause in Contracts

Organization; Existence; Compliance with Law. Each of the Credit Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, (b) has the corporate or other necessary power and authority, and the legal right to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not, in the aggregate, have a Material Adverse Effect, and (d) is in compliance with its Certificate of Incorporation and Bylaws (or other organizational or governing documents) and all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Possession Financing Agreement (Railworks Corp), Possession Financing Agreement (Railworks Corp)

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Organization; Existence; Compliance with Law. Each of the Credit Parties members of the Consolidated Group (a) is duly organizedincorporated, organized or formed and validly existing and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or organizationformation, (b) has the corporate or other necessary power and authority, and the legal right to own and operate its propertyProperty, to lease the property Property it operates as lessee lessee, and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease lease, or operation of property Property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not, in the aggregate, have a Material Adverse Effect, and (d) is in compliance with its Certificate of Incorporation and Bylaws (or other organizational or governing documents) and all Requirements of LawLaw (including, without limitation, Consumer Protection Laws), except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Friedmans Inc)

Organization; Existence; Compliance with Law. Each of the Credit Parties members of the Consolidated Group (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, (b) has the corporate or other necessary power and authority, and the legal right to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not, in the aggregate, have a Material Adverse Effect, and (d) is in compliance with its Certificate of Incorporation and Bylaws (or other organizational or governing documents) all HMO Regulations, Medicare Regulations, Medicaid Regulations and all Requirements of LawLaw (including without limitation Environmental Laws) applicable to it, or to its properties, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.. Without limiting the generality of the foregoing, with respect to each member of the Consolidated Group:

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Amerigroup Corp)

Organization; Existence; Compliance with Law. Each of the Credit Parties members of the Consolidated Group (a) is duly incorporated, organized, or formed and validly existing and in good standing under the laws of the jurisdiction of its incorporation or incorporation, organization, or formation (b) has the corporate or other necessary power and authority, and the legal right to own and operate its propertyProperty, to lease the property Property it operates as lessee lessee, and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease lease, or operation of property Property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not, in the aggregate, have a Material Adverse Effect, and (d) is in compliance with its Certificate of Incorporation and Bylaws (or other organizational or governing documents) and all Requirements of LawLaw (including, without limitation, Consumer Protection Laws), except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Friedmans Inc)

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Organization; Existence; Compliance with Law. Each of the Credit Parties members of the Consolidated Group (a) is duly organizedincorporated, organized or formed, and validly existing and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization, or organizationformation, (b) has the corporate or other necessary power and authority, and the legal right to own and operate its propertyProperty, to lease the property Property it operates as lessee lessee, and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease lease, or operation of property Property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not, in the aggregate, have a Material Adverse Effect, and (d) is in compliance with its Certificate of Incorporation and Bylaws (or other organizational or governing documents) and all Requirements of LawLaw (including, without limitation, Consumer Protection Laws), except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Friedmans Inc)

Organization; Existence; Compliance with Law. Each of the Credit Parties members of the Consolidated Group (a) is duly organizedorganized or incorporated, validly existing and in good standing standing, if relevant, under the laws of the jurisdiction of its incorporation or organization, (b) has the corporate or other necessary power and authority, and the legal right to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not, in the aggregate, have a Material Adverse Effect, and (d) is in compliance with its Certificate of Incorporation and Bylaws (or other organizational or governing documents) and all material Requirements of Law (including, without limitation, FDA Law), except to the extent that the failure to comply therewith would could not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Millipore Corp /Ma)

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