Organization, Powers and Good Standing. (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Borrower has all requisite corporate power and authority (i) to own and operate its properties and to carry on its business as now conducted and proposed to be conducted, except where the lack of corporate power and authority would not have a Material Adverse Effect and (ii) to enter into this Agreement and to carry out the transactions contemplated hereby, and to issue the Notes.
(b) The Borrower is in good standing wherever necessary to carry on its present business and operations, except in jurisdictions in which the failure to be in good standing would not have a Material Adverse Effect.
(c) All of the Material Subsidiaries of the Borrower, as of the Effective Date, are identified in Schedule 3.01 annexed hereto. Each Material Subsidiary of the Borrower is validly existing and in good standing under the laws of its respective jurisdiction of incorporation and has all requisite corporate power and authority to own and operate its properties and to carry on its business as now conducted except where failure to be in good standing or a lack of corporate power and authority would not have a Material Adverse Effect.
Organization, Powers and Good Standing. Each of the Borrower and, except as would not reasonably be expected to have a Material Adverse Effect, its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, as shown on Schedule 4.1, and (b) has all requisite power and authority and the legal right to own and operate its properties, to carry on its business as heretofore conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated hereby and thereby. Except as would not reasonably be expected to have a Material Adverse Effect, each of the Borrower and its Subsidiaries possesses all Governmental Approvals, in full force and effect, free from burdensome restrictions, that are necessary for the ownership, maintenance and operation of its properties and conduct of its business as now conducted, and is not in violation thereof. Each of the Borrower and its Subsidiaries is duly qualified, in good standing and authorized to do business in each state or other jurisdiction where the nature of its business activities conducted or properties owned or leased requires it to be so qualified and where any failure to be so qualified, individually or in the aggregate, could have a Material Adverse Effect. All Subsidiaries of the Borrower are listed on Schedule 4.1, which may be updated by the Borrower from time to time.
Organization, Powers and Good Standing. 46 Section 4.02. Authorization of Borrowing, Etc. 46 Section 4.03. Financial Condition 47 Section 4.04. No Adverse Material Change 47 Section 4.05. Litigation 47 Section 4.06. Payment of Taxes 48 Section 4.07. Governmental Regulation 48 Section 4.08. Securities Activities 48
Organization, Powers and Good Standing. Each Loan Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each Loan Guarantor has all requisite power and authority (i) to own and operate its properties and to carry on its business as now conducted and proposed to be conducted, except where the lack of power and authority would not have a Material Adverse Effect and (ii) to enter into this Agreement and to carry out the transactions contemplated hereby.
Organization, Powers and Good Standing. The Borrower is duly organized, validly existing and in good standing under the laws of its jurisdictions of organization, and has all requisite corporate power and authority and the legal right to own and operate its properties, to carry on its business as heretofore conducted and as proposed to be conducted, to enter into the Loan Documents and to carry out the transactions contemplated thereby.
Organization, Powers and Good Standing. Borrower is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and having its principal place of business in, the State of California, and has all requisite corporate power and authority and the legal right to own and operate its properties and to carry on its business as heretofore conducted and as proposed to be conducted. Borrower is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a Material Adverse Effect Borrower has all requisite power and authority to eater into this Agreement and the other Loan Documents to which it is a party and to carry out the transactions contemplated hereby and thereby.
Organization, Powers and Good Standing. The Obligor is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has all requisite corporate power and authority and the legal right to own and operate its properties and to carry on its business as presently conducted. The Obligor has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. The execution, delivery and performance by the Obligor of this Agreement has been duly authorized by all necessary corporate action on the part of the Obligor. This Agreement has been duly executed and delivered by the obligor. This Agreement is a legal, valid and binding obligation of the Obligor, enforceable against the Obligor in accordance with its terms, except as enforceability may be limited by (a) equitable principles, (b) limitations imposed by applicable laws upon the enforceability of rights to indemnification and (c) commercial reasonableness.
Organization, Powers and Good Standing. GA is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and having its principal place of business in the State of California, and has all requisite corporate power and authority and the legal right to own and operate its properties and to carry on its business as heretofore conducted and as proposed to be conducted. GA is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on GA. GA has all requisite power and authority to enter into this letter agreement and to execute and deliver the Notes and to carry out the transactions contemplated hereby and thereby.
Organization, Powers and Good Standing. RadiSys is a corporation duly organized, validly existing and in good standing under the laws of Delaware. RadiSys has all requisite power and authority to enter into this letter agreement and to carry out the transactions contemplated hereby.
Organization, Powers and Good Standing. Each Loan Party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each Loan Party has all requisite power and authority (i) to own and operate its properties and to carry on its business as now conducted and proposed to be conducted, except where the lack of power and authority would not have a Material Adverse Effect and (ii) to enter into this Agreement and to carry out the transactions contemplated hereby, and, in the case of the Borrower, to issue the Notes.
