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

Organization; Requisite Power and Authority; Qualification. The Borrower and each Subsidiary (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) has all requisite organizational power and authority to (i) own and operate its properties, to lease the property it operates as lessee, to carry on its business as now conducted and as proposed to be conducted, except to the extent that the failure to do so could not reasonably be expected to 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, and (c) is qualified to do business and in good standing as a foreign entity 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. The Each of the Borrower and each Subsidiary the Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) subject to the entry of the Orders and the terms thereof, has all requisite organizational power and authority to (i) to own and operate its properties, to lease the property it operates as lessee, properties and to carry on its business and operations as now conducted and as proposed to be conducted, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect and (ii) in the case of the Credit Parties, subject to enter into the entry of the Orders and the terms thereof, to execute and deliver the Credit Documents to which it is a party and to carry out perform the transactions contemplated thereby, other Transactions to be performed by it and (c) is qualified to do business and in good standing as a foreign entity in under the laws of every jurisdiction where its assets are located and wherever or where such qualification is necessary to carry out its business and operations, ; except in jurisdictions where each case referred to in clause (b)(i) or (c), to the extent that failure to be do so qualified or in good standing has not had, and could not reasonably be reasonably expected to have, a Material Adverse Effectbe materially adverse to the Borrower or any Restricted Subsidiary in any respect.

Organization; Requisite Power and Authority; Qualification. The Borrower Each of Borrower, its Subsidiaries (other than the Greeley Subsidiary) and each Subsidiary the General Partner (a) is duly organized, validly existing and in good standing (to the extent such concept is known in the relevant jurisdiction) under the laws of its jurisdiction of organizationorganization as identified in Schedule 4.1, (b) has all requisite organizational power and authority to (i) own and operate its properties, to lease the property it operates as lessee, to carry on its business as now conducted and as proposed to be conducted, except to the extent that the failure to do so could not reasonably be expected to 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, and (c) is qualified to do business and in good standing as a foreign entity (to the extent such concept is known 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 could not be reasonably expected to have, a Material Adverse Effect.

Organization; Requisite Power and Authority; Qualification. The Borrower Each of the Partnership and each Subsidiary its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) has all requisite organizational power and authority to (i) to own and operate its properties, to lease the property it operates as lessee, (ii) to carry on its business as now conducted and as proposed to be conducted, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect and (iiiii) to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, except in the cases of clauses (i) and (ii), where the failure to do so has not had, and would not reasonably be expected to have, a Material Adverse Effect, and (c) is qualified to do business and in good standing as a foreign entity 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 would not be reasonably expected to have, a Material Adverse Effect.

Organization; Requisite Power and Authority; Qualification. The Oyster Borrower and each Subsidiary thereof (aA) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (bB) has all requisite organizational power and authority to (i1) own and operate its properties, to lease the property it operates as lessee, to carry on its business as now conducted and as proposed to be conducted, except to the extent that the failure to do so could not reasonably be expected to have a an Oyster Material Adverse Effect and (ii2) to enter into the Oyster Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and (cC) is qualified to do business and in good standing as a foreign entity 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 an Oyster Material Adverse Effect.. 218 148797484_8155722702_14

Organization; Requisite Power and Authority; Qualification. The Borrower Each of Company and each Subsidiary its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organizationorganization as identified in Schedule 4.1, (b) subject to the entry and the terms of the Bankruptcy Court Orders in the case of the Credit Parties, has all requisite organizational power and authority to (i) own and operate its properties, to lease the property it operates as lessee, to carry on its business as now conducted and as proposed to be conducted, except to the extent that the failure to do so could not reasonably be expected to 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 therebythereby and, in the case of the Borrowers, to make the borrowings hereunder, and (c) is qualified to do business and in good standing as a foreign entity 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. The Borrower and each Subsidiary Each Credit Party (a) is duly organized, validly existing and in good standing (to the extent such concept is applicable in the applicable jurisdiction) under the laws of its jurisdiction of organizationorganization as identified in Schedule 4.2, (b) subject to the entry of the DIP Order has all requisite organizational power and authority to (i) own and operate its properties, to lease the property it operates as lessee, to carry on its business as now conducted and as proposed to be conducted, except to the extent that the failure to do so could not reasonably be expected to 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 therebythereby and, in the case of Borrower, to make the borrowings hereunder, and (c) is qualified to do business and in good standing as a foreign entity (to the extent such concept is applicable in the applicable jurisdiction) in every jurisdiction where the ownership of its assets are located and wherever necessary to carry out or the conduct of its business and operationsoperations requires such qualification, 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. The Oyster Borrower and each Subsidiary thereof (aA) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (bB) has all requisite organizational power and authority to (i1) own and operate its properties, to lease the property it operates as lessee, to carry on its business as now conducted and as proposed to be conducted, except to the extent that the failure to do so could not reasonably be expected to have a an Oyster Material Adverse Effect and (ii2) to enter into the Oyster Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and (cC) is qualified to do business and in good standing as a foreign entity 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 an Oyster Material Adverse Effect.

Organization; Requisite Power and Authority; Qualification. The Each of the Borrower and each Subsidiary its Subsidiaries (a) is duly organized, organized and validly existing and in good standing under the laws of its jurisdiction of organizationorganization except as the result of any transaction permitted under Section 6.8(g) or (l), (b) has all requisite organizational power and authority to (i) own and operate its properties, to lease the property it operates as lessee, to carry on its business as now conducted and as proposed to be conducted, except to the extent that the failure to do so could not reasonably be expected to 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 with respect to the Credit Documents) 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 as a foreign entity 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 be reasonably expected to have, a Material Adverse Effect.

Organization; Requisite Power and Authority; Qualification. The Borrower and each Subsidiary Each Loan Party (a) is duly organizedincorporated, organized or formed, and validly existing and and, where applicable, in good standing under the laws Laws of its jurisdiction of organizationincorporation or organization as identified in Schedule 4.1, (b) has all requisite organizational power and authority to (i) own and operate its properties, to lease the property it operates as lessee, to carry on its business as now conducted and as proposed to be conducted, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect conducted and (ii) 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 Xxxxxxxx, to make the borrowings hereunder, and (c) is qualified to do business and and, where applicable, in good standing as a foreign entity in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where each case referred to in clause (a) (other than with respect to Borrower), (b)(i) or (c), to the extent that failure to be do so qualified or in good standing has not had, and could not be reasonably expected to have, have a Material Adverse Effect. No Loan Party is an EAA Financial Institution.

Organization; Requisite Power and Authority; Qualification. The Each Borrower and each Subsidiary of its Restricted Subsidiaries (ai) is are duly organized, validly existing and and, to the extent applicable, in good standing under the laws of its jurisdiction their jurisdictions of organizationorganization as identified in Schedule 4.01 hereto (as such Schedule may be updated from time to time by notice to Administrative Agent subject to compliance with Section 5.09), (bii) has have all requisite organizational power and authority to (i) own and operate its their properties, to lease the property it operates as lessee, to carry on its business their businesses as now conducted and as proposed to be conducted, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect and (ii) to enter into the Credit Documents to which it is they are a party to and to carry out the transactions contemplated thereby, and (ciii) is are qualified to do business and in good standing as a foreign entity in every jurisdiction where its their assets are located and wherever necessary to carry out its business their businesses 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.