Common use of Organization; Requisite Power and Authority; Qualification Clause in Contracts

Organization; Requisite Power and Authority; Qualification. Each of Parent and its Subsidiaries (a) is duly organized and validly existing under the laws of its jurisdiction of organization as identified in Schedule 4.1 except (i) as the result of any transaction permitted under Section 6.8(g) or (l) or (ii) where the failure of such Person (other than the Credit Parties) to be so organized or validly existing has not had, and could not reasonably be expected to have, a Material Adverse Effect, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, except where the failure of such Person (other than the Credit Parties) to do so has not had, and could not reasonably be expected to have, a Material Adverse Effect, and (c) is qualified to do business and in good standing in its jurisdiction of organization and every jurisdiction where necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

Organization; Requisite Power and Authority; Qualification. Each of Parent the Company and its Subsidiaries (a) is duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 4.1 except (i) as the result of any transaction permitted under Section 6.8(g) or (l) or (ii) where the failure of such Person (other than the Credit Parties) to be so organized or validly existing has not had, and could not reasonably be expected to have, a Material Adverse Effect5.1, (b) subject to the entry and the terms of the Bankruptcy Court Orders, has all requisite power and authority to own and operate its properties, to carry on its business as now conducted, to enter into the Credit Loan Documents to which it is a party and to carry out the transactions contemplated therebythereby and, except where in the failure case of such Person the Company, to make the borrowings hereunder, (other than c) subject to the Credit Parties) entry and the terms of the Bankruptcy Court Orders, has all requisite power and authority to do so has not had, own and could not reasonably operate its properties and to carry on its business as now conducted and as proposed to be expected to have, a Material Adverse Effect, conducted and (cd) is qualified to do business and in good standing in its jurisdiction of organization and every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could would not be reasonably expected to have, a Material Adverse Effect.

Organization; Requisite Power and Authority; Qualification. Each of Parent and its Restricted Subsidiaries (a) is duly organized and organized, validly existing and in good standing (to the extent such concept is known in the relevant jurisdiction and to the extent the failure to be in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect) under the laws of its jurisdiction of organization as identified in Schedule 4.1 except (i) as the result of any transaction permitted under Section 6.8(g) or (l) or (ii) where the failure of such Person (other than the Credit Parties) to be so organized or validly existing has not had, and could not reasonably be expected to have, a Material Adverse Effect4.1, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, except where the failure of such Person (other than the Credit Parties) to do so has not had, and could not reasonably be expected to have, a Material Adverse Effect, thereby and (c) is qualified to do business and in good standing (to the extent such concept is known in its jurisdiction of organization and the relevant jurisdiction) in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

Organization; Requisite Power and Authority; Qualification. Each of Parent Holdings and its Subsidiaries (a) is duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 4.1 except (i) as 4.1, except, in the result case of any transaction permitted under Section 6.8(g) or (l) or (ii) Subsidiaries of Company, where the failure of such Person (other than the Credit Parties) to be so organized or duly organized, validly existing has and in good standing would not had, and could not reasonably be expected to have, have a Material Adverse Effect, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, except except, in the case of Subsidiaries of Company, where the failure of to have such Person (other than the Credit Parties) to do so has power and authority would not had, and could not reasonably be expected to have, have a Material Adverse Effect, and (c) is qualified to do business and in good standing in its jurisdiction of organization and every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could would not be reasonably expected to have, a Material Adverse Effect.

Organization; Requisite Power and Authority; Qualification. Each of Parent Borrower and its Subsidiaries (a) is duly organized and organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of its jurisdiction of organization as identified in Schedule 4.1 except (i) as the result of any transaction permitted under Section 6.8(g) or (l) or (ii) where the failure of such Person (other than the Credit Parties) to be so organized or validly existing has not had, and could not reasonably be expected to have, a Material Adverse Effect4.1, (b) has all requisite power and authority to own (or lease pursuant to lease agreements) and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, except where the failure of such Person (other than the Credit Parties) to do so has not had, and could not reasonably be expected to have, a Material Adverse Effect, and (c) is qualified to do business and in good standing (to the extent such concept is applicable in its jurisdiction of organization and the relevant jurisdiction) in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, in each case with respect to clause (c), except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not reasonably be reasonably expected to have, a Material Adverse Effect. As of the Closing Date, the jurisdiction of organization of each of Borrower and its Subsidiaries is set forth on Schedule 4.1.

Organization; Requisite Power and Authority; Qualification. Each of Parent the Borrower and its Subsidiaries (a) is duly organized and organized, validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of its jurisdiction of organization as identified in Schedule 4.1 except (i) as the result of any transaction permitted under Section 6.8(g) or (l) or (ii) where the failure of such Person (other than the Credit Parties) to be so organized or validly existing has not had, and could not reasonably be expected to have, a Material Adverse Effect4.1, (b) has all requisite power and authority to (i) own and operate its properties, to properties and carry on its business as now conductedconducted and as proposed to be conducted except to the extent the combined effect of all such failures and exceptions would not have a Material Adverse Effect, and (ii) to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, except where the failure of such Person (other than the Credit Parties) to do so has not had, and could not reasonably be expected to have, a Material Adverse Effect, and (c) to the extent such concepts are applicable in such jurisdictions, is qualified to do business and in good standing in its jurisdiction of organization and every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could would not be reasonably expected to have, a Material Adverse Effect.

Organization; Requisite Power and Authority; Qualification. Each of Parent Holdings and its Subsidiaries (a) is duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 4.1 4.1, except (i) as in the result case of any transaction permitted under Section 6.8(g) or (l) or (ii) Subsidiaries of Company, where the failure of such Person (other than the Credit Parties) to be so organized or duly organized, validly existing has not had, and in good standing could not reasonably be expected to have, have a Material Adverse Effect, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, except in the case of Subsidiaries of Company, where the failure of to have such Person (other than the Credit Parties) to do so has not had, power and authority could not reasonably be expected to have, have a Material Adverse Effect, and (c) is qualified to do business and in good standing in its jurisdiction of organization and every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not reasonably be reasonably expected to have, a Material Adverse Effect.