Common use of Organization, Standing, Etc Clause in Contracts

Organization, Standing, Etc. Each of Company and its Restricted Subsidiaries is a corporation or limited liability company duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization. Each of Company and its Restricted Subsidiaries has all requisite power and authority to carry on its businesses as now conducted, to enter into and perform its obligations under each of the Loan Documents to which it is a party and, in the case of each Borrower, to enter into this Agreement and to issue the Notes and to perform its obligations under the Loan Documents. Each of Company and its Restricted Subsidiaries: (a) holds all certificates of authority, licenses and permits necessary to carry on its businesses as presently conducted in each jurisdiction in which such Person is carrying on such business, except where the failure to hold such certificates, licenses or permits would not constitute a Material Adverse Occurrence, and (b) is duly qualified and in good standing as a foreign corporation or limited liability company in each jurisdiction in which the character of the properties it owns, leases, or operates, or the business it conducts, makes such qualification necessary and the failure so to qualify would permanently preclude such Person from enforcing its rights with respect to any material assets or could reasonably be expected to constitute a Material Adverse Occurrence.

Appears in 3 contracts

Samples: Credit Agreement (Life Time Fitness, Inc.), Credit Agreement (Life Time Fitness, Inc.), Credit Agreement (Life Time Fitness, Inc.)

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Organization, Standing, Etc. Each The Borrower and each of Company and its Restricted Subsidiaries is a corporation or limited liability company duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization. Each The Borrower and each of Company and its Restricted Subsidiaries has have all requisite power and authority to carry on its their respective businesses as now conducted, to enter into and perform its obligations under each of the Loan Documents to which it is a party conducted and, in the case of each the Borrower, to enter into this Agreement and to issue the Notes and to perform its obligations under the Loan Documents. Each The Borrower and each of Company and its Restricted Subsidiaries: (a) holds hold all certificates of authority, licenses and permits necessary to carry on its their respective businesses as presently conducted in each jurisdiction in which such Person is carrying on such business, except where the failure to hold such certificates, licenses or permits would not constitute a Material Adverse Occurrence, and (b) is are duly qualified and in good standing as a foreign corporation (or limited liability company other organization) in each jurisdiction in which the character of the properties owned, leased or operated by it owns, leases, or operates, or the business conducted by it conducts, makes such qualification necessary and the failure so to qualify would permanently preclude such Person from enforcing its rights with respect to any material assets or could reasonably be expected to constitute a Material Adverse Occurrence.

Appears in 3 contracts

Samples: Credit Agreement (Life Time Fitness Inc), Credit Agreement (Life Time Fitness Inc), Credit Agreement (Life Time Fitness Inc)

Organization, Standing, Etc. Each of Company and its Restricted Subsidiaries The Borrower is a corporation or limited liability company duly incorporated and validly existing and in good standing under the laws of the jurisdiction named in the opening paragraph hereof and has all requisite power and authority to carry on its business as now conducted, to enter into this Agreement and to issue the Revolving Note and to perform its obligations under the Loan Documents. Each Subsidiary is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization. Each of Company organization and its Restricted Subsidiaries has all requisite power and authority to carry on its businesses business as now conducted, to enter into and perform its obligations under each of the Loan Documents to which it is a party and, in the case of each Borrower, to enter into this Agreement and to issue the Notes and to perform its obligations under the Loan Documents. Each of Company the Borrower and its Restricted Subsidiaries: the Subsidiaries (a) holds all certificates of authority, licenses and permits necessary to carry on its businesses business as presently conducted in each jurisdiction in which such Person it is carrying on such business, except where the failure to hold such certificates, licenses or permits would could not reasonably be expected to constitute a Material Adverse Occurrence, Occurrence and (b) is duly qualified and in good standing as a foreign corporation (or limited liability company other organization) in each jurisdiction in which the character of the properties owned, leased or operated by it owns, leases, or operates, or the business conducted by it conducts, makes such qualification necessary and the failure so to qualify would permanently preclude the Borrower or such Person Subsidiary from enforcing its rights with respect to any material assets or could reasonably be expected expose the Borrower to constitute a any Material Adverse Occurrence.

Appears in 2 contracts

Samples: Credit Agreement (Cadence Bancorporation), Credit Agreement (County Bancorp, Inc.)

Organization, Standing, Etc. Each of Company and its Restricted Subsidiaries The Borrower is a corporation or limited liability company duly organized incorporated and validly existing and in good standing under the laws of the jurisdiction of its organization. Each of Company named in the opening paragraph hereof and its Restricted Subsidiaries has all requisite power and authority to carry on its businesses business as now conducted, to enter into and perform its obligations under each of the Loan Documents to which it is a party and, in the case of each Borrower, to enter into this Agreement and to issue the Notes and to perform its obligations under the Loan Documents. Each Subsidiary is duly organized and validly existing and in good standing under the laws of Company the jurisdiction of its organization and has all requisite power and authority to carry on its Restricted Subsidiaries: business as now conducted. Each of the Borrower and the Subsidiaries (a) holds all certificates of authority, licenses and permits necessary to carry on its businesses business as presently conducted in each jurisdiction in which such Person it is carrying on such business, except where the failure to hold such certificates, licenses or permits would could not reasonably be expected to constitute a Material Adverse Occurrence, Occurrence and (b) is duly qualified and in good standing as a foreign corporation (or limited liability company other organization) in each jurisdiction in which the character of the properties owned, leased or operated by it owns, leases, or operates, or the business conducted by it conducts, makes such qualification necessary and the failure so to qualify would permanently preclude the Borrower or such Person Subsidiary from enforcing its rights with respect to any material assets or could reasonably be expected expose the Borrower to constitute a any Material Adverse Occurrence.

Appears in 2 contracts

Samples: Credit Agreement (MidWestOne Financial Group, Inc.), Credit Agreement (MidWestOne Financial Group, Inc.)

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Organization, Standing, Etc. Each of Company and its Restricted Subsidiaries The Borrower is a corporation or limited liability company duly organized incorporated, validly existing, and in good standing under the laws of the State of Delaware and has all requisite power and authority to carry on its business as now conducted, to enter into this Agreement, to issue the Revolving Note, and to perform its obligations under the Loan Documents to which it is a party. Each Restricted Subsidiary is duly organized, validly existing existing, and in good standing under the laws of the jurisdiction of its organization. Each of Company organization and its Restricted Subsidiaries has all requisite power and authority to carry on its businesses business as now conducted, to enter into and perform its obligations under each of the Loan Documents to which it is a party and, in the case of each Borrower, to enter into this Agreement and to issue the Notes and to perform its obligations under the Loan Documents. Each of Company the Borrower and its the Restricted Subsidiaries: Subsidiaries (a) holds all certificates of authority, licenses licenses, and permits necessary to carry on its businesses business as presently conducted in each jurisdiction in which such Person it is carrying on such business, except where the failure to hold such certificates, licenses licenses, or permits would could not constitute a Material Adverse Occurrence, Occurrence and (b) is duly qualified and in good standing as a foreign corporation (or limited liability company other organization) in each jurisdiction in which the character of the properties it owns, leases, or operates, operates or the business it conducts, conducts makes such qualification necessary and the failure so to qualify would could permanently preclude the Borrower or such Person Restricted Subsidiary from enforcing its rights with respect to any material assets or could reasonably be expected expose the Borrower to constitute a any Material Adverse Occurrence.

Appears in 1 contract

Samples: Credit Agreement (Universal Electronics Inc)

Organization, Standing, Etc. Each of Company and its Restricted Subsidiaries The Borrower is a --------------------------- corporation or limited liability company duly organized incorporated and validly existing and in good standing under the laws of the jurisdiction of its organization. Each of Company incorporation and its Restricted Subsidiaries has all requisite corporate power and authority to carry on its businesses business as now conducted, to enter into and perform its obligations under each of the Loan Documents to which it is a party and, in the case of each Borrower, to enter into this Agreement and to issue the Notes and to perform its obligations under the Loan DocumentsDocuments to which it is a party. Each Subsidiary is a corporation duly incorporated and validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted. Each of Company the Borrower and its Restricted Subsidiaries: the Subsidiaries (a) holds all certificates of authority, licenses and permits necessary to carry on its businesses business as presently conducted in each jurisdiction in which such Person it is carrying on such business, except where the failure to hold such certificates, licenses or permits would not constitute a Material Adverse Occurrence, and (b) is duly qualified and in good standing as a foreign corporation or limited liability company in each jurisdiction in which the character of the properties owned, leased or operated by it owns, leases, or operates, or the business conducted by it conducts, makes such qualification necessary and the failure so to qualify would permanently preclude the Borrower or such Person Subsidiary from enforcing its rights with respect to any material assets or could reasonably be expected expose the Borrower or any Subsidiary to constitute a any Material Adverse Occurrence.

Appears in 1 contract

Samples: Credit Agreement (Buca Inc /Mn)

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