Organization, Legal Existence. The Borrower and each of its subsidiaries are legal entities duly organized, validly existing and in good standing under the laws of the jurisdiction of their respective organization, have the requisite power and authority to own their property and assets and to carry on their business as now conducted and as currently proposed to be conducted and are qualified to do business in every jurisdiction where such qualification is required, except where the failure to so qualify would not have a Material Adverse Effect (all such jurisdictions being listed in Schedule 4.01 annexed hereto). The Borrower has the corporate power to execute, deliver and perform its obligations under this Agreement and the other Loan Documents to which it is a party, and to borrow hereunder and to execute and deliver the Notes.
Organization, Legal Existence. Each Loan Party is a legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has the requisite power and authority to own its property and assets and to carry on its business as now conducted and as currently proposed to be conducted and is qualified to do business in every jurisdiction where such qualification is required, except where the failure to so qualify would not have a Material Adverse Effect (all such jurisdictions being listed in Schedule 4.01 annexed hereto). Each Loan Party has the corporate power to execute, deliver and perform its obligations under this Agreement and the other Loan Documents to which it is a party, and to borrow hereunder and to execute and deliver the Notes.
Organization, Legal Existence. Each Borrower, each Guarantor and each of their respective subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of their respective organization, has the requisite power and authority to own their property and assets and to carry on their business as now conducted and as currently proposed to be conducted and is qualified to do business in each jurisdiction where the failure to so qualify would not have a Material Adverse Effect (all such jurisdictions being listed in Schedule 4.01 annexed hereto). Prior to the Initial Closing Date, Acquisition Corp. has not engaged in any business or incurred any liabilities except for activities, expenses and liabilities incident to its organization and to the consummation of the Transactions and the Related Transactions. Each Borrower and each Guarantor has the corporate power to execute, deliver and perform its obligations under this Agreement and the other Loan Documents to which it is a party, and, with respect to each Borrower, to borrow hereunder and to execute and deliver the Notes.
Organization, Legal Existence. Each of the Loan Parties and their subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has the requisite power and authority to own its property and assets and to carry on its business as now conducted and as currently proposed to be conducted and is qualified to do business in every jurisdiction where the nature of its business so requires (all such jurisdictions being listed in Schedule 4.01 annexed hereto) except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect. Each of the Loan Parties has the corporate power to execute, deliver and perform its obligations under this Agreement and the other Loan Documents to which it is a party, and with respect to the Borrowers to borrow hereunder and to execute and deliver the Notes. Each of the Inactive Subsidiaries has no material assets or liabilities and is not engaging in any activity which would be prohibited pursuant to Section 6.19 hereof.
Organization, Legal Existence. Unless otherwise noted on Schedule 4.01 annexed hereto, each Loan Party is a legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has the requisite power and authority to own its property and assets and to carry on its business as now conducted and as currently proposed to be conducted and is qualified to do business in every jurisdiction where such qualification is required, except where the failure to so qualify would not have a Material Adverse Effect (all such jurisdictions being listed in SCHEDULE 4.01 annexed hereto). Each Loan Party has the corporate power to execute, deliver and perform its obligations under this Agreement and the other Loan Documents to which it is a party, and to borrow hereunder and to execute and deliver the Notes.
Organization, Legal Existence. Each of the Loan Parties and their Subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has the requisite power and authority to own its property and assets and to carry on its business as now conducted and as currently proposed to be conducted and is qualified to do business in every jurisdiction where the nature of its business so requires (all such jurisdictions being listed in Schedule 4.1 annexed hereto) except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect. Each of the Loan Parties has the corporate or other power to execute, deliver and perform its obligations under this Agreement and the other Loan Documents to which it is a party, and with respect to the Borrower to borrow hereunder and to execute and deliver the Notes.
Organization, Legal Existence. Each of the Loan Parties and each of its subsidiaries are legal entities duly organized, validly existing and in good standing under the laws of the jurisdiction of their respective organization, have the requisite power and authority to own their property and assets and to carry on their business as now conducted and as currently proposed to be conducted and are qualified to do business in every jurisdiction where the nature of its business so requires (all such jurisdictions being listed in Schedule 4.01 annexed hereto) except where the failure to so qualify or be in good standing would not result or reasonably be expected to result in a Material Adverse Effect. Each of the Loan Parties has the corporate power to execute, deliver and perform its obligations under this Agreement and the other Loan Documents to which it is a party, and with respect to the Borrower, to borrow hereunder and to execute and deliver the Notes.
Organization, Legal Existence. The Borrower and each of its subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has the requisite power and authority to own its property and assets and to carry on its business as now conducted and as currently proposed to be conducted and is qualified to do business in every jurisdiction where the nature of its business so requires (all such jurisdictions being listed in Schedule 4.01 annexed hereto), except where the failure to so qualify or be in good standing would not reasonably be expected to result in a Material Adverse Effect. The Borrower and each of its subsidiaries has the corporate power to execute, deliver and perform its obligations under this Agreement and the other Loan Documents to which it is a party, and, with respect to the Borrower, to borrow hereunder and to execute and deliver the Notes.
Organization, Legal Existence. Each of the Parent and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has the requisite power and authority to own its property and assets and to carry on its business as now conducted and as currently proposed to be conducted and is qualified to do business in every jurisdiction where such qualification is required (all such jurisdictions being listed in Schedule 4.01 annexed hereto). Each of the Borrowers and the Grantors has the corporate power to execute, deliver and perform its obligations under this Agreement and the other Loan Documents to which it is a party, and each Borrower has the corporate power to borrow hereunder and to execute and deliver the Notes.
Organization, Legal Existence. Each of the Parent and ----------------------------- its subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has the requisite power and authority to own its property and assets and to carry on its business as now conducted and as currently proposed to be conducted and is qualified to do business in every jurisdiction where such qualification is required, except for such failure as shall not result in a Material Adverse Effect (all such jurisdictions in which the Parent and its subsidiaries have qualified to do business being listed in Schedule 4.01 annexed hereto). Each of ------------- the Parent and its subsidiaries, as applicable, has the power to execute, deliver and perform its obligations under this Agreement and the other Loan Documents to which it is a party, and to borrow hereunder and to execute and deliver the Notes.
