Organization; Powers; Governmental Approvals. (a) Each Loan Party and each Pledgor (1) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (2) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (3) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. Each Loan Party’s and each Pledgor’s execution, delivery and performance of the Loan Documents are within its corporate powers, have been duly authorized by all necessary action and do not violate or create a default under (i) Law, (ii) its constituent documents, or (iii) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (i) or (iii)) such violation or default would not reasonably be expected to result in a Material Adverse Effect and would not have an adverse effect on the validity, binding effect or enforceability of this Agreement or any other Loan Documents and would not materially adversely affect any of the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan Documents. Each of the Loan Documents to which such Loan Party or Pledgor is a party constitutes the legal, valid and binding obligation of such Loan Party or Pledgor enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally and general principles of equity, including an implied covenant of good faith and fair dealing).
Organization; Powers; Governmental Approvals. (a) The Borrower and each Principal Subsidiary (1) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (2) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (3) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. The Borrower’s execution, delivery and performance of the Loan Documents are within its corporate powers, have been duly authorized by all necessary action and do not violate or create a default under (i) law, (ii) its constituent documents, or (iii) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (i) or (iii)) such violation or default would not reasonably be expected to result in a Material Adverse Effect and would not have an adverse effect on the validity, binding effect or enforceability of this Agreement or any other Loan Documents and would not materially adversely affect any of the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan Documents. Each of the Loan Documents constitutes the legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally and general principles of equity, including an implied covenant of good faith and fair dealing).
Organization; Powers; Governmental Approvals. (a) The Borrower and each Principal Subsidiary (i) is duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect.
Organization; Powers; Governmental Approvals. (i) each of Guarantor and each Principal Subsidiary (A) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (B) has all requisite power and authority to own its property and assets and to carry on its business as presently conducted, and (C) is qualified to do business and in good standing in every jurisdiction where such qualification is required, except where the failure to so qualify would not have a Material Adverse Effect on the condition, financial condition or otherwise, results of operations, business, assets, operations, or prospects of Guarantor and its Subsidiaries taken as a whole. Guarantor's execution, delivery and performance of this Agreement and the Guaranty are within its corporate powers, have been duly authorized by all necessary action and do not violate or create a default under law, its constituent documents, or any contractual provision binding upon it. This Agreement and the Guaranty constitute the legal, valid and binding obligations of Guarantor, enforceable against it in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally and general principles of equity. To the best of Guarantor's knowledge, there is no defense, counterclaim, setoff, deduction, diminution, abatement, recoupment, suspension, deferment or reduction to any of its obligations under the Guaranty.
Organization; Powers; Governmental Approvals. 33 Section 3.02. Financial Statements...............................................................................34 Section 3.03. No Material Adverse Change.........................................................................34 Section 3.04. Title to Properties; Possession Under Leases.......................................................34 Section 3.05.
Organization; Powers; Governmental Approvals. (a) The Borrower and each Principal Subsidiary (1) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (2) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (3) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect. The Borrower’s execution, delivery and performance of the Loan Documents are within its corporate powers, have been duly authorized by all necessary action and do not violate or create a default under (i) Law, (ii) its constituent documents, or (iii) any contractual provision binding upon it, except to the extent (in the case of violations or defaults described under clauses (i) or (iii)) such violation or default would not reasonably be expected to result in a Material Adverse Effect and would not have an adverse effect on the validity, binding effect or enforceability of this Agreement or any other Loan Documents and would not materially adversely affect any of the rights of the Administrative Agent or any Lender under or in connection with this Agreement or any other Loan Documents. Each of the Loan Documents constitutes the legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally and general principles of equity, including an implied covenant of good faith and fair dealing).
Organization; Powers; Governmental Approvals. (a) The -------------------------------------------- Parent Guarantor and each Principal Subsidiary (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a material adverse effect on the condition, financial condition or otherwise, results of operations, business, assets, operations, or prospects of the Parent Guarantor and its Subsidiaries taken as a whole. Each Obligor's execution, delivery and performance of this Agreement are within its corporate powers, have been duly authorized by all necessary action and do not violate or create a default under law, its constituent documents, or any contractual provision binding upon it. This Agreement and (in the case of the Borrower) the Notes constitute legal, valid and binding obligations of each Obligor enforceable against it in accordance with their respective terms (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally and general principles of equity). Credit Agreement ----------------
Organization; Powers; Governmental Approvals. (a) The Borrower and each Principal Subsidiary (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and (iii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a material adverse effect on the condition, financial or otherwise, results of operations, business, assets, operations, or prospects of the Borrower and its Subsidiaries taken as a whole. The Borrower's execution, delivery and performance of this Agreement are within its corporate powers, have been duly authorized by all necessary action and do not violate or create a default under law, its constituent documents, or any contractual provision binding upon it. This Agreement constitutes the legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally and general principles of equity).
Organization; Powers; Governmental Approvals. 29 -------------------------------------------- SECTION 3.02 Financial Statements...................................................30 -------------------- SECTION 3.03 No Material Adverse Change.............................................30 -------------------------- SECTION 3.04 Titles to Properties; Possession under Leases..........................30 --------------------------------------------- SECTION 3.05 Ownership of Subsidiaries..............................................31 ------------------------- SECTION 3.06 Litigation; Compliance with Laws.......................................31 -------------------------------- SECTION 3.07 Agreements.............................................................31 ---------- SECTION 3.08 Federal Reserve Regulations............................................32 --------------------------- SECTION 3.09 Investment Company Act.................................................32 ---------------------- SECTION 3.10 Use of Proceeds........................................................32 --------------- SECTION 3.11 Tax Returns............................................................32 ----------- SECTION 3.12 No Material Misstatements..............................................32 ------------------------- SECTION 3.13 Employee Benefit Plans.................................................32 ---------------------- SECTION 3.14 Insurance..............................................................32 ---------
Organization; Powers; Governmental Approvals. (a) The Borrower (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted, (iii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Adverse Effect and (iv) the Borrower's execution, delivery and performance of this Agreement and the Loan Documents are within its corporate powers, have been duly authorized by all necessary actions and do not violate or create a default under law, its organizational documents, or any con- tractual provision binding upon it. This Agreement and the Notes con- stitute legal, valid and binding obligations of the Borrower.
