Organization; Power; Compliance with Law and Contractual Obligations. On the date hereof and the Bring Down Date, the Borrower (a) is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization, (b) is duly qualified to do business as is now being conducted and as is proposed to be conducted and is in good standing in each jurisdiction where the nature of its business requires such qualification (including Illinois), (c) has all requisite power and authority required to enter into and perform its obligations under each Transaction Document to which it is a party and to conduct its business as currently conducted by it and (d) is in compliance in all material respects with all Laws and Contractual Obligations necessary to conduct its business, except to the extent that any non compliance with clause (b) of this Section 5.01 in any jurisdiction (other than Illinois) could not reasonably be expected to result in a Material Adverse Effect.
Organization; Power; Compliance with Law and Contractual Obligations. It (a) is validly organized and existing and in good standing under the laws of the State of California, (b) is duly qualified to do business and is in good standing under the laws of each jurisdiction where the nature of its business requires such qualification, (c) has all requisite power and authority and holds all material requisite governmental licenses, permits and other approvals to enter into and perform its obligations under each Basic Document to which it is a party and to conduct its business substantially as currently conducted by it and (d) is in compliance with all laws, governmental regulations, court decrees, orders and Contractual Obligations applicable to it, except, with respect to clauses (b), (c) and (d) to the extent that the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect with respect to the Guarantor.
Organization; Power; Compliance with Law and Contractual Obligations. The Pledgor (a) is a limited liability company validly organized and existing and in good standing under the laws of the State of Georgia, (b) is duly qualified to do business as is now being conducted and as is proposed to be conducted and is in good standing as a foreign limited liability company in each jurisdiction where the nature of its business requires such qualification, (c) has all requisite limited liability company power and authority and holds all Governmental Approvals required as of the date of this representation to enter into and perform its obligations under this Agreement.
Organization; Power; Compliance with Law and Contractual Obligations. The Borrower (a) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, (b) is duly qualified to do business as is now being conducted and as is proposed to be conducted and is in good standing as a foreign limited liability company in each jurisdiction where the nature of its business requires such qualification, (c) has all requisite limited liability company power and authority required as of the date this representation is made or deemed repeated to enter into and perform its obligations under each Transaction Document to which it is a party at any time this representation is given or deemed repeated and to conduct its business as currently conducted by it and (d) is in compliance in all material respects with all Laws and Contractual Obligations applicable to it.
Organization; Power; Compliance with Law and Contractual Obligations. Each Loan Party (a) is, in the case of each Borrower, a limited liability company, and, in the case of the Guarantor and the Pledgor, a corporation, in each case validly organized and existing and in good standing under the laws of the state of its organization (b) is duly qualified to do business as is now being conducted and as is proposed to be conducted and is in good standing as a foreign limited liability company or corporation, as the case may be, in each jurisdiction where the nature of its business requires such qualification, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, (c) has all requisite limited liability company or corporate, as applicable, power and authority and holds all Governmental Approvals required as of the date of this representation to enter into and perform its obligations under each Financing Document to which it is a party and to conduct its business as conducted by it on the date this representation is made or deemed repeated except where the failure to do so has not had, or could not reasonably be expected to have, a Material Adverse Effect, and (d) is in compliance with all Laws and Contractual Obligations applicable to it except where the failure to be in compliance with such Laws or Contractual Obligations could not reasonably be expected to have a Material Adverse Effect.
Organization; Power; Compliance with Law and Contractual Obligations. Each of the Borrower and the Collateral Parties (and each Subsidiary of a Collateral Party) (a) is a corporation or limited liability company validly organized and existing and in good standing under the laws of the state of its incorporation or organization, (b) is duly qualified to do business and is in good standing as a foreign corporation or limited liability company in each jurisdiction where the nature of its business requires such qualification, (c) in the case of the Borrower, has all requisite corporate or limited liability company power and authority and holds all material requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under each Loan Document and to conduct its business substantially as currently conducted by it and (d) is in compliance with all laws, governmental regulations (including ERISA and Federal Reserve regulations), court decrees, orders and Contractual Obligations applicable to it, except, with respect to clauses (b), (c) and (d) to the extent that the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
Organization; Power; Compliance with Law and Contractual Obligations. The Pledgor (a) is a corporation duly formed and in good standing under the Laws of the State of Delaware, (b) is duly qualified to do business as is now being conducted and as is proposed to be conducted and is in good standing as a corporation in each jurisdiction where the nature of its business requires such qualification (other than any such failure to be so qualified or in good standing that could not reasonably be expected to have a Material Adverse Effect) and (c) has all requisite corporate power and authority and holds all Governmental Approvals required as of the date of this representation is made or deemed repeated to enter into and perform its obligations under this Agreement.
Organization; Power; Compliance with Law and Contractual Obligations. Each of the Borrower and BV (a) is a corporation validly organized and existing and in good standing under the laws of the state of its incorporation, (b) is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business requires such qualification, (c) has all requisite corporate power and authority and holds all material requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under each Loan Document to which it is a party and to conduct its business substantially as currently conducted by it and (d) is in compliance with all laws, governmental regulations (including ERISA and Federal Reserve regulations), court decrees, orders and Contractual Obligations applicable to it, except, with respect to clauses (b), (c) and (d) to the extent that the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.
Organization; Power; Compliance with Law and Contractual Obligations. The Borrower (a) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, (b) is duly qualified to do business as is now being conducted and as is proposed to be conducted and is in good standing as a foreign limited liability company in each jurisdiction where the nature of its business requires such qualification (other than any such failure to be so qualified or in good standing that could not reasonably be expected to have a Material Adverse Effect), (c) has all requisite limited liability company power and authority required as of the date this representation is made or deemed repeated to enter into and perform its obligations under each of the SNDAs and each Transaction Document to which it is a party and to conduct its business as currently conducted by it and (d) is in compliance with all Laws and Contractual Obligations applicable to it except for any noncompliance that could not reasonably be expected to have a Material Adverse Effect.
Organization; Power; Compliance with Law and Contractual Obligations. The Borrower (a) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, (b) is duly qualified to do business as is now being conducted and as is proposed to be conducted and is in good standing as a foreign limited liability company in each jurisdiction where the nature of its business requires such qualification (including Illinois), (c) has all requisite limited liability company power and authority required as of the date this representation is made or deemed repeated to enter into and perform its obligations under each Transaction Document to which it is a party and to conduct its business as currently conducted by it and (d) is in compliance in all material respects with all Laws and Contractual Obligations applicable to it, except to the extent that any non-compliance with clause (b) of this Section 5.01 in any jurisdiction (other than Illinois) could not reasonably be expected to result in a Material Adverse Effect.
