Common use of Organization; Power and Authority Clause in Contracts

Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation, where legally applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority, in all material respects, to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company Each Obligor is a corporation or limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporationorganization, and is duly qualified as a foreign corporation, where legally applicable, corporation or foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company Each Obligor has the corporate or partnership power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporationorganization, and is duly qualified as a foreign corporation, where legally applicable, limited liability company and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate limited liability company power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Notes other Note Documentation and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporationorganization, and is duly qualified as a foreign corporation, where legally applicable, limited liability company and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate limited liability company power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company is a corporation duly organized, validly existing and (where legally applicable) in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporationcorporation and, where legally applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company is a corporation duly organized, validly existing and and, where legally applicable, in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporationcorporation and, where legally applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Notes other Transaction Documents to which it is a party and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company is a corporation company duly organized, validly existing and and, where legally applicable, in good standing under the laws of its jurisdiction of incorporation, incorporation and is duly qualified as a foreign corporationcorporation and, where legally applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company is a non-stock corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporationorganization, and is duly qualified as a foreign corporation, where legally applicable, non-stock corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Other Agreements and the Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporationorganization, and is duly qualified as a foreign corporation, where legally applicable, corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate or other legal entity power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement Agreement, the Collateral Documents and the Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation, where legally applicable, corporation and is in good standing (or the local law equivalent) in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could (or the local law equivalent) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporationorganization, and is duly qualified as a foreign corporation, where legally applicable, corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate or other legal entity power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation, where legally applicable, corporation and is in good standing in each jurisdiction in which such qualification is required by lawLaw, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority, in all material respects, authority to own or hold under lease the properties it Ten Year Letter of Credit and Term Loan Agreement purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Notes Credit Documents to which it is a party and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation, where legally applicable, corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or XX ENERGY GROUP, INC. NOTE PURCHASE AGREEMENT hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporationits formation, and is duly qualified as a foreign corporation, where legally applicable, limited liability company and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate limited liability company power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company is a corporation duly organized, validly existing and (where legally applicable) in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporationcorporation and, where legally applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or 5 hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing (or equivalent) under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation, where legally applicable, corporation and is in good standing (or equivalent) in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Series 2007A Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and (except as set forth on Schedule 5.1) is duly qualified as a foreign corporation, where legally applicable, corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, is a registered bank holding company under the Bank Holding Company Act, and is duly qualified as a foreign corporation, where legally applicable, corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company is a corporation duly organized, validly existing and and, where legally applicable, in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporationcorporation and, where legally applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation, where legally applicable, corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Each of the Company and the Guarantor has the corporate power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Notes Financing Agreements to which it is a party and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company is a corporation duly organized, validly existing and and, where legally applicable, in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporationcorporation and, where legally applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company Each of the Companies is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation, where legally applicable, corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company Each of the Companies has the corporate power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Other Agreements and the Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporationformation, and is duly qualified as a foreign corporation, where legally applicable, limited liability company and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate limited liability company power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation, where legally applicable, corporation and is in good standing or validly existing, as applicable, in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement Agreement, the Notes and the Notes other Debt Documents and to perform the provisions hereof and thereof.

Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, Xxxxx Corporation Note Purchase Agreement and is duly qualified as a foreign corporation, where legally applicable, corporation and is in good standing in each other jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform its obligations pursuant to the provisions hereof and thereof.

Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation, where legally applicable, corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, DB1/ 87639059.10 individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority, in all material respects, authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transactstransacts and proposes to transact, to execute and deliver this Agreement and the Notes Financing Documents to which it is a party and to perform the provisions hereof and thereof.