Organization, Powers, Etc. The City is a “Home Rule City,” acting as such under the Constitution and laws of the State, and has full legal right, power and authority to (i) own, operate and maintain the Systems, (ii) adopt the Ordinance, (iii) execute and deliver this Agreement and the Related Documents, (iv) issue and deliver the Commercial Paper Notes and the Bank Note, (v) pledge the Security, and (vi) perform fully and completely all its obligations and liabilities under the Ordinance and this Agreement and under the Related Documents.
Organization, Powers, Etc. Each of the Loan Parties (a) is a corporation, limited partnership or limited liability company (as applicable) duly organized or formed, validly existing and in good standing under laws of its state of incorporation or formation, (b) has the power and authority to own or hold under lease the properties it purports to own or hold under lease and to carry on its business as now conducted, (c) is duly qualified or licensed to transact business in every jurisdiction in which such qualification or licensing is necessary to enable it to enforce all of its material contracts and other material rights and to avoid any material penalty or forfeiture.
Organization, Powers, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, is duly qualified and in good standing as a foreign corporation authorized to do business in each other jurisdiction where, because of the nature of its activities or properties, such qualification is required, and has the corporate power and authority to carry on business as the owner and lessor of the property subject to the Fuel Lease and to execute, deliver and perform this Agreement, the Depositary Agreement, the Notes, the Fuel Lease, the Security Agreement and each other document and agreement executed and delivered by it pursuant hereto and thereto. The Company has not engaged in any activities other than those permitted by Section 8.03 hereof.
Organization, Powers, Etc. Guarantor (i) is duly formed, validly existing, and in good standing under the laws of the state of its formation, (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (iii) has all requisite legal power and limited liability company power to own and operate its assets and to carry on its business and to enter into and perform its obligations under this Agreement.
Organization, Powers, Etc. The Borrower (i) is duly organized, validly existing, and in good standing under the laws of the state of its incorporation; (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of its properties or the nature of its business requires such qualification; (iii) has all requisite corporate and legal power to own and operate its assets and to carry on its business and to enter into and perform its obligations under the Loan Documents to which it is a party; (iv) has duly and lawfully obtained and maintains all licenses, certificates, permits, authorizations, approvals, and the like which are material to the conduct of its business or which may be otherwise required by law; (v) is a wholly-owned subsidiary of Cameron Telephone Company; and (vi) is eligible to borrow from CoBank.
Organization, Powers, Etc. Each Loan Party: (a) is duly organized, validly existing and in good standing under the laws of its state of incorporation, which state is correctly set forth in the Introduction hereto (i.e., first paragraph of this Agreement); (b) has the power and authority to carry on its business as now conducted and to own or hold under lease the assets and properties it purports to own or hold under lease; (c) is duly qualified, licensed or registered to transact its business and in good standing in every jurisdiction in which it purports to or carries on its business or holds under lease any of its assets and properties; (d) has the power and authority to execute and deliver this Agreement and each of the other Loan Instruments to which it is or will be a party and to perform all of its obligations hereunder and thereunder; and (e) has its executive office and principal place of business at the address set forth in the Introduction, which has been so since its organization.
Organization, Powers, Etc. Each of the Borrowers and each of its Restricted Subsidiaries (i) is duly incorporated, organized, or formed (as applicable), validly existing, and in good standing under the laws of its state of incorporation, organization or formation (as applicable); (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of its properties or the nature of its business requires such qualification; (iii) has all requisite legal and corporate, partnership or limited liability company power (as applicable) to own and operate its assets and to carry on its business and to enter into and perform its obligations under the Loan Documents to which it is a party; and (iv) has duly and lawfully obtained and maintained all licenses, certificates, permits, authorizations, approvals, and the like which are necessary in the conduct of its business, or which may be otherwise required by law, which if not obtained and maintained, could have a Material Adverse Effect (as hereinafter defined) on the Borrowers. The term "Material Adverse Effect" when used with reference to any entity shall mean a material adverse effect on the condition, financial or otherwise, operations, properties or business of such entity or on the ability of such entity to perform its obligations under the Loan Documents to which it is a party.
Organization, Powers, Etc. Based solely on an opinion of Bond Counsel, the City (i) is a duly organized and existing municipality under the laws of the State and (ii) has full power and authority to execute, deliver and perform its obligations under this Agreement and the other Loan Documents.
Organization, Powers, Etc. Borrower
(i) is duly formed, validly existing, and in good standing under the laws of the state of its formation, (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (iii) has all requisite legal power and limited liability company power to own and operate its assets and to carry on its business and to enter into and perform its obligations under this Agreement.
Organization, Powers, Etc. Each Loan Party and each Subsidiary of any Loan Party (i) is duly incorporated, organized, or formed (as applicable), validly existing, and in good standing under the Laws (as hereinafter defined in this Subsection 7(C)) of its state of incorporation, organization or formation (as applicable); (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where failure to be so qualified could not reasonably be expected to have a Material Adverse Effect (as hereinafter defined in this Subsection 7(C)); (iii) has all requisite legal and corporate, partnership or limited liability company power (as applicable) to own and operate its assets and to carry on its business and to enter into and perform its obligations under the Loan Documents to which it is a party; and (iv) has duly and lawfully obtained and maintained all Licenses which are necessary in the conduct of its business, or which may be otherwise required by Law, which if not obtained and maintained, could reasonably be expected to have a Material Adverse Effect.
