Common use of Organization; Power; Authorization; Enforceability Clause in Contracts

Organization; Power; Authorization; Enforceability. Each of the Obligors has been duly organized, is legally existing and is in good standing (or equivalent status) under the Laws of its jurisdiction of organization. Each of the Obligors is duly qualified as a foreign corporation (or other equivalent entity) in all jurisdictions in which the nature of its business or location of its properties require such qualifications except where the failure to be so qualified would not have a Material Adverse Effect. Each of the Obligors has the requisite corporate (or other equivalent organizational) power and authority to own, lease or operate the properties and assets it purports to own, lease or operate, to carry on its business as presently conducted and to execute, deliver and perform its obligations under each Transaction Document to which it is a party except where the failure to have such power and authority to own, lease or operate such properties and assets and carry on such business would not have a Material Adverse Effect. Each Transaction Document entered into as of the Issue Date to which any Obligor is a party has been duly authorized, executed and delivered by such Obligor and constitutes the valid, legally binding and, assuming due authorization, execution and delivery by all other parties thereto, enforceable obligation of such Obligor, as the case may be (subject, in each case, to general equitable principles, insolvency, liquidation, reorganization and other Laws of general application relating to creditors’ rights). Each Transaction Document to be entered into after the Issue Date to which any Obligor will be a party will be duly authorized, executed and delivered by such Obligor and will constitute the valid, legally binding and, assuming due authorization, execution and delivery by all other parties thereto, enforceable obligation of such Obligor, as the case may be (subject, in each case, to general equitable principles, insolvency, liquidation, reorganization and other Laws of general application relating to creditors’ rights).

Organization; Power; Authorization; Enforceability. Each of the Obligors The Issuer has been duly organized, is legally existing and is in good standing (or equivalent status) under the Laws of the State of Delaware. The Issuer does not have any Subsidiaries except the following Immaterial Subsidiaries: Midasol Therapeutics, GP; and Midasol Therapeutics, LP. MSRX US, LLC has had its jurisdiction of organizationexistence as a Delaware limited liability company canceled, and such entity did not at any point have any material assets, liabilities or operations. Each of the Obligors The Issuer is duly qualified as a foreign corporation (or other equivalent entity) in all jurisdictions in which the nature of its business or location of its properties require such qualifications qualifications, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Each of the Obligors The Issuer has the requisite corporate (or other equivalent organizational) power and authority to own, lease or operate the properties and assets it purports to own, lease or operate, to carry on its business as presently conducted and to execute, deliver and perform its obligations under each Transaction Document to which it is a party except where the failure to have such power and authority to own, lease or operate such properties and assets and carry on such business would not reasonably be expected to have a Material Adverse Effect. Each Transaction Document entered into as of the Issue Date to which any Obligor is a party date hereof has been duly authorized, executed and delivered by such Obligor the Issuer and constitutes the valid, legally binding and, assuming due authorization, execution and delivery by all other parties thereto, enforceable obligation of such Obligor, as the case may be Issuer (subject, in each case, to general equitable principles, insolvency, liquidation, reorganization and other Laws of general application relating to creditors’ rights). Each Transaction Document to be entered into after the Issue Date to which any Obligor will be a party date hereof will be duly authorized, executed and delivered by such Obligor the Issuer and will constitute the valid, legally binding and, assuming due authorization, execution and delivery by all other parties thereto, enforceable obligation of such Obligor, as the case may be Issuer (subject, in each case, to general equitable principles, insolvency, liquidation, reorganization and other Laws of general application relating to creditors’ rights).

Organization; Power; Authorization; Enforceability. Each of the Obligors has been duly organized, is legally existing and is in good standing (or equivalent status) under the Laws of its jurisdiction of organization. Each of the Obligors is duly qualified as a foreign corporation (or other equivalent entity) in all jurisdictions in which the nature of its business or location of its properties require such qualifications except where the failure to be so qualified would not have a Material Adverse Effect. Each of the Obligors has the requisite corporate (or other equivalent organizational) power and authority to own, lease or operate the properties and assets it purports to own, lease or operate, to carry on its business as presently conducted and to execute, deliver and perform its obligations under each Transaction Document to which it is a party except where the failure to have such power and authority to own, lease or operate such properties and assets and carry on such business would not have a Material Adverse Effect. Each Transaction Document entered into as of the Issue Closing Date to which any Obligor is a party has been duly authorized, executed and delivered by such Obligor and constitutes the valid, legally binding and, assuming due authorization, execution and delivery by all other parties thereto, enforceable obligation of such Obligor, as the case may be (subject, in each case, to general equitable principles, insolvency, liquidation, reorganization and other Laws of general application relating to creditors’ rights). Each Transaction Document to be entered into after the Issue Closing Date to which any Obligor will be a party will be duly authorized, executed and delivered by such Obligor and will constitute the valid, legally binding and, assuming due authorization, execution and delivery by all other parties thereto, enforceable obligation of such Obligor, as the case may be (subject, in each case, to general equitable principles, insolvency, liquidation, reorganization and other Laws of general application relating to creditors’ rights).

Organization; Power; Authorization; Enforceability. (1) Each Borrower Party and Designated Entity (A) is either a corporation, a limited partnership or a limited liability company duly incorporated, formed or organized, validly existing, and in good standing under the laws of the Obligors has been State of its incorporation, organization and/or formation, (B) is duly organized, is legally existing qualified to do business and is in good standing (or equivalent status) under the Laws laws of its each jurisdiction of organization. Each of the Obligors is duly qualified as a foreign corporation (or other equivalent entity) in all jurisdictions in which the nature of its business or location of its properties require such qualifications except where the failure to be so qualified would not and in good standing will have or is reasonably expected to have a Material Adverse Effect. Each of the Obligors , and (C) has the all requisite corporate (corporate, partnership or other equivalent organizational) limited liability company power and authority to own, lease or operate the properties and assets it purports encumber its Property and to own, lease or operate, to carry on conduct its business as presently conducted and as proposed to be conducted in connection with and following the consummation of the transactions contemplated by this Agreement. Each of CNL Partners and CNL Resort is a partnership for purposes of federal income taxation and for purposes of the tax laws of any state or locality in which it is subject to taxation based on its income. (2) True, correct and complete copies of the Organizational Documents of each Borrower Party and Designated Entity, and of all documents evidencing or governing the KSL Acquisition and KSL Conversion (collectively, the “KSL Acquisition/Conversion Documents”), have been delivered to the Administrative Agent and have not been Modified except to the extent indicated therein. All of the Organization Documents are in full force and effect, and there are no defaults under such Organizational Documents (including with respect to any restrictions on Indebtedness contained therein) or the KSL Acquisition/Conversion Documents, and no events which, with the passage of time or giving of notice or both, would constitute a default under such Organizational Documents (including with respect to any restrictions on Indebtedness contained therein) or the KSL Acquisition/Conversion Documents. (3) The Borrower Parties and Pledgors have the requisite power and authority to execute, deliver and perform its obligations under this Agreement and each Transaction Document of the other Loan Documents which are required to be executed on their behalf. The execution, delivery and performance of each of the Loan Documents which must be executed in connection with this Agreement by any Borrower Party or Pledgor and to which it any Borrower Party or Pledgor is a party except where and the failure to have such power and authority to own, lease or operate such properties and assets and carry on such business would not have a Material Adverse Effect. Each Transaction Document entered into as consummation of the Issue Date transactions contemplated thereby are within such Person’s partnership, company, or corporate powers, have been duly authorized by all necessary partnership, company, or corporate action and such authorization has not been rescinded. No other partnership, company, or corporate action or proceedings on the part of any such Person is necessary to consummate such transactions, (4) Each of the Loan Documents to which any Obligor Borrower Party or Pledgor is a party has been duly authorized, executed and delivered by on behalf of such Obligor Person and constitutes the validits legal, legally valid and binding and, assuming due authorization, execution and delivery by all other parties theretoobligation, enforceable obligation of such Obligor, as the case may be against it in accordance with its terms (subject, in each case, subject to general equitable principlesbankruptcy, insolvency, liquidationreorganization, reorganization and or other Laws of general application relating to laws affecting creditors’ rightsrights generally and to principles of equity, regardless of whether considered in a proceeding in equity or at law). Each Transaction Document , is in full force and effect and all the terms, provisions, agreements and conditions set forth therein and required to be entered into after the Issue Date to which any Obligor will be a party will be duly authorized, executed and delivered performed or complied with by such Obligor Person on or before the Closing Date have been performed or complied with, and will constitute the valid, legally binding and, assuming due authorization, execution and delivery by all other parties thereto, enforceable obligation no Potential Default or Event of such Obligor, as the case may be (subject, in each case, to general equitable principles, insolvency, liquidation, reorganization and other Laws of general application relating to creditors’ rights)Default exists thereunder.

Organization; Power; Authorization; Enforceability. Each of the Obligors has been duly organized, is legally existing and is in good standing (or equivalent status) under the Laws of its jurisdiction of organization. Each of the Obligors is duly qualified as a foreign corporation (or other equivalent entity) in all jurisdictions in which the nature of its business or location of its properties require such qualifications except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Each of the Obligors has the requisite corporate (or other equivalent organizational) power and authority to own, lease or operate the properties and assets it purports to own, lease or operate, to carry on its business as presently conducted and to execute, deliver and perform its obligations under each Transaction Document to which it is a party except where the failure to have such power and authority to own, lease or operate such properties and assets and carry on such business would not reasonably be expected to have a Material Adverse Effect. Each Transaction Document entered into as of the Issue Date to which any Obligor is a party has been duly authorized, executed and delivered by such Obligor and constitutes the valid, legally binding and, assuming due authorization, execution and delivery by all other parties thereto, enforceable obligation of such Obligor, as the case may be thereto (subject, in each case, subject to general equitable principles, insolvency, liquidation, reorganization and other Laws of general application relating to creditors’ rights), enforceable obligation of such Obligor, as the case may be. Each Transaction Document to be entered into after the Issue Date to which any Obligor will be a party will be duly authorized, executed and delivered by such Obligor and will constitute the valid, legally binding and, assuming due authorization, execution and delivery by all other parties thereto, enforceable obligation of such Obligor, as the case may be thereto (subject, in each case, subject to general equitable principles, insolvency, liquidation, reorganization and other Laws of general application relating to creditors’ rights), enforceable obligation of such Obligor, as the case may be.

Organization; Power; Authorization; Enforceability. Each of the Obligors has been duly organized, is legally existing and is in good standing (or equivalent status) under the Laws of its jurisdiction of organization. Each of the Obligors is duly qualified as a foreign corporation (or other equivalent entity) in all jurisdictions in which the nature of its business or location of its properties require such qualifications except where the failure to be so qualified would not have a Material Adverse Effect. Each of the Obligors has the requisite corporate (or other equivalent organizational) power and authority to own, lease or operate the properties and assets it purports to own, lease or operate, to carry on its business as presently conducted and to execute, deliver and perform its obligations under each Transaction Document to which it is a party except where the failure to have such power and authority to own, lease or operate such properties and assets and carry on such business would not have a Material Adverse Effect. Each Transaction Document entered into as of the Issue Date date hereof to which any Obligor is a party has been duly authorized, executed and delivered by such Obligor and constitutes the valid, legally binding and, assuming due authorization, execution and delivery by all other parties thereto, enforceable obligation of such Obligor, as the case may be (subject, in each case, to general equitable principles, insolvency, liquidation, reorganization and other Laws of general application relating to creditors’ rights). Each Transaction Document to be entered into after the Issue Date date hereof to which any Obligor will be a party will be duly authorized, executed and delivered by such Obligor and will constitute the valid, legally binding and, assuming due authorization, execution and delivery by all other parties thereto, enforceable obligation of such Obligor, as the case may be (subject, in each case, to general equitable principles, insolvency, liquidation, reorganization and other Laws of general application relating to creditors’ rights).

Organization; Power; Authorization; Enforceability. Each of the Obligors Except as set forth on Schedule 5.5, each Obligor has been duly organized, is legally validly existing and is in good standing (or equivalent status) under the Laws of the State of Delaware and has obtained all licenses, permits, franchises and other governmental authorizations necessary to carry on its jurisdiction of organizationbusiness as now being conducted, except where the failure to have obtained such licenses, permits, franchises and other governmental authorizations would not reasonably be expected to have a Material Adverse Effect. Each of the Obligors Obligor is duly licensed or qualified as a foreign corporation (or other equivalent entity) to do business in all jurisdictions good standing in each jurisdiction in which such license or qualification is required by Law for the nature of its business or location of its properties require such qualifications it is now conducting except where the failure to be so licensed or qualified would not reasonably be expected to have a Material Adverse Effect. Each of the Obligors Obligor has the requisite corporate (or other equivalent organizational) power and authority to own, lease or operate the properties and assets it purports to own, lease or operate, to carry on its business as presently conducted and to execute, deliver and perform its obligations under each Transaction Document to which it is a party except where the failure to have such power and authority to own, lease or operate such properties and assets and carry on such business would not reasonably be expected to have a Material Adverse Effect. Each Transaction Document entered into as of the Issue Date to which any either Obligor is a party has been duly authorized, executed and delivered by such Obligor and constitutes the valid, legally binding and, assuming due authorization, execution and delivery by all other parties thereto, enforceable obligation of such Obligor, as the case may be thereto (subject, in each case, subject to general equitable principles, insolvency, liquidation, reorganization and other Laws of general application relating to creditors’ rights). Each Transaction Document to be entered into after the Issue Date to which any Obligor will be a party will be duly authorized, executed and delivered by such Obligor and will constitute the valid, legally binding and, assuming due authorization, execution and delivery by all other parties thereto, enforceable obligation of such Obligor, as the case may be (subject, in each case, to general equitable principles, insolvency, liquidation, reorganization and other Laws of general application relating to creditors’ rights).

Organization; Power; Authorization; Enforceability. Each of the Obligors The Issuer has been duly organized, is legally existing and is in good standing (or equivalent status) under the Laws of its jurisdiction the State of organizationDelaware. Each of the Obligors The Issuer does not have any Subsidiaries. The Issuer is duly qualified as a foreign corporation (or other equivalent entity) in all jurisdictions in which the nature of its business or location of its properties require such qualifications qualifications, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Each of the Obligors The Issuer has the requisite corporate (or other equivalent organizational) power and authority to own, lease or operate the properties and assets it purports to own, lease or operate, to carry on its business as presently conducted and to execute, deliver and perform its obligations under each Transaction Document to which it is a party except where the failure to have such power and authority to own, lease or operate such properties and assets and carry on such business would not reasonably be expected to have a Material Adverse Effect. Each Transaction Document entered into as of the Issue Date to which any Obligor is a party date hereof has been duly authorized, executed and delivered by such Obligor the Issuer and constitutes the valid, legally binding and, assuming due authorization, execution and delivery by all other parties thereto, enforceable obligation of such Obligor, as the case may be Issuer (subject, in each case, to general equitable principles, insolvency, liquidation, reorganization and other Laws of general application relating to creditors’ rights). Each Transaction Document to be entered into after the Issue Date to which any Obligor will be a party date hereof will be duly authorized, executed and delivered by such Obligor the Issuer and will constitute the valid, legally binding and, assuming due authorization, execution and delivery by all other parties thereto, enforceable obligation of such Obligor, as the case may be Issuer (subject, in each case, to general equitable principles, insolvency, liquidation, reorganization and other Laws of general application relating to creditors’ rights).