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

Organization; Requisite Power and Authority; Qualification. Each of the Borrower and each Restricted Subsidiary (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 6.14 as of the First Amendment Effective Date, (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, and (c) is qualified to do business and in good standing in 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 would not be reasonably expected to have, a Material Adverse Effect.

Organization; Requisite Power and Authority; Qualification. Each of the Borrower Holdings and each Restricted Subsidiary its Subsidiaries (other than Immaterial Subsidiaries) (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and, as of the Closing Date, as identified in Schedule 6.14 as of the First Amendment Effective Date4.1, (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, and (c) is qualified to do business and in good standing 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 would could not be reasonably expected to have, a Material Adverse Effect.

Organization; Requisite Power and Authority; Qualification. Each of the Borrower Company and each Restricted Subsidiary its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 6.14 as of the First Amendment Effective Date4.1, (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 Loan Documents to which it is a party and to carry out the transactions contemplated therebythereby and, in the case of Company, to make the borrowings hereunder, and (c) is qualified to do business and in good standing 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 would could not be reasonably expected to have, a Material Adverse Effect.

Organization; Requisite Power and Authority; Qualification. Each of the Borrower Company and each Restricted Subsidiary its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 6.14 as of SCHEDULE 4.1 to the First Amendment Effective DateDisclosure Letter, (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, and (c) is qualified to do business and in good standing 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 would could not be reasonably expected to have, a Material Adverse Effect.. 42 CREDIT AND GUARANTY AGREEMENT

Organization; Requisite Power and Authority; Qualification. Each of the Borrower Holdings and each Restricted Subsidiary its Subsidiaries (a) is duly 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 6.14 as of the First Amendment Effective Date4.1, (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, and (c) is qualified to do business and in good standing (to the extent such concept is applicable in 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 would could not be reasonably expected to have, a Material Adverse Effect.

Organization; Requisite Power and Authority; Qualification. Each of the Borrower Company and each Restricted Subsidiary its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (which is, as of the Closing Date, identified in Schedule 6.14 as 4.1 of the First Amendment Effective DateDisclosure Letter), (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, and (c) is qualified to do business and in good standing 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 would could not be reasonably expected to have, a Material Adverse Effect.

Organization; Requisite Power and Authority; Qualification. Each of the Borrower Company and each Restricted Subsidiary its Subsidiaries (a) is duly organizedorganized or formed, as applicable, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 6.14 as of the First Amendment Effective Date4.1, (b) has all requisite corporate or limited liability company, as applicable, 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, and (c) is qualified to do business and in good standing 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 would could not be reasonably expected to have, a Material Adverse Effect.

Organization; Requisite Power and Authority; Qualification. Each of the Borrower Company and each Restricted Subsidiary its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 6.14 as of the First Amendment Effective Date4.1, (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 Loan Documents to which it is a party and to carry out the transactions contemplated therebythereby and, in the case of a Borrower, to make the borrowings hereunder, and (c) is qualified to do business and in good standing 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 would could not be reasonably expected to have, a Material Adverse Effect.

Organization; Requisite Power and Authority; Qualification. Each of the Borrower Holdings and each Restricted Subsidiary its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 6.14 as of the First Amendment Effective DateSCHEDULE 4.1, (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 and the Effective Date Transaction Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified to do business and in good standing 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 would could not be reasonably expected to have, a Material Adverse Effect. Schedule 4.1 is a true, complete and accurate list of all Subsidiaries of Holdings as of the Effective Date.

Organization; Requisite Power and Authority; Qualification. Each of the Borrower Company and each Restricted Subsidiary its Subsidiaries (ai) is duly organized, validly existing and (to the extent applicable) in good standing under the laws of its jurisdiction of organization as identified in Schedule 6.14 4.1 as of the First Amendment Effective Closing Date, (bii) 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 and Restructuring Transaction Documents to which it is a party and to carry out the 50 transactions contemplated thereby, and (ciii) is qualified to do business and (to the extent applicable) in good standing 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 would could not be reasonably expected to have, a Material Adverse Effect.

Organization; Requisite Power and Authority; Qualification. Each of the Borrower and each Restricted Subsidiary its Subsidiaries (a) is duly organizedorganized or formed, as applicable, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 6.14 as of the First Amendment Effective Date4.1, (b) has all requisite corporate or limited liability company, as applicable, 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, and (c) is qualified to do business and in good standing 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 would could not be reasonably expected to have, a Material Adverse Effect.

Organization; Requisite Power and Authority; Qualification. Each Xxxxxxxxx Party and each of the Borrower and each Restricted Subsidiary RIGS LLC’s (a) is duly organizedorganized or formed, validly existing and in good standing under the laws of its the jurisdiction of organization as identified in Schedule 6.14 as of the First Amendment Effective Dateits organization, (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 this Agreement and the Credit Documents to which it is a party Related Agreements, and to carry out the transactions contemplated thereby, hereby and thereby and fulfill its obligations hereunder and thereunder and (c) is qualified to do business and is in good standing 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 would could not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.

Organization; Requisite Power and Authority; Qualification. Each of the Borrower Company and each Restricted Subsidiary its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 6.14 as of the First Amendment Effective Date4.1, (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 therebythereby and, in the case of Company, to make the borrowings hereunder, and (c) is qualified to do business and in good standing 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 would could not be reasonably expected to have, a Material Adverse Effect.

Organization; Requisite Power and Authority; Qualification. Each of the Borrower Company and each Restricted Subsidiary its Subsidiaries (ai) is duly organized, validly existing and (to the extent applicable) in good standing under the laws of its jurisdiction of organization as identified in Schedule 6.14 4.1 as of the First Amendment Effective Closing Date, (bii) 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, and (ciii) is qualified to do business and (to the extent applicable) in good standing 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 would could not be reasonably expected to have, a Material Adverse Effect.

Organization; Requisite Power and Authority; Qualification. Each of the Borrower and each Restricted Subsidiary its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 6.14 as of the First Amendment Effective Date4.1, (b) subject to the entry of the DIP Order by the Bankruptcy Court, 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, and (c) is qualified to do business and in good standing 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 would could not be reasonably expected to have, a Material Adverse Effect.