Organization, Standing, Etc. The Borrower and each of its 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. The Borrower and each of its Subsidiaries have all requisite power and authority to carry on their respective businesses as now conducted and, in the case of the Borrower, to enter into this Agreement and to issue the Notes and to perform its obligations under the Loan Documents. The Borrower and each of its Subsidiaries: (a) hold all certificates of authority, licenses and permits necessary to carry on 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) are duly qualified and in good standing as a foreign corporation (or other organization) in each jurisdiction in which the character of the properties owned, leased or operated by it or the business conducted by it 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. The Borrower Each of Company and each of 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. The Borrower Each of Company and each of its Restricted Subsidiaries have has all requisite power and authority to carry on their respective its businesses as now conducted 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 the each Borrower, to enter into this Agreement and to issue the Notes and to perform its obligations under the Loan Documents. The Borrower Each of Company and each of its Restricted Subsidiaries: (a) hold holds all certificates of authority, licenses and permits necessary to carry on their respective 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) are is duly qualified and in good standing as a foreign corporation (or other organization) limited liability company in each jurisdiction in which the character of the properties ownedit owns, leased leases, or operated by it 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. The Borrower and each of its Subsidiaries 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. The Borrower organization and each of its Subsidiaries have has all requisite power and authority to carry on their respective businesses its business as now conducted and, in the case conducted. Each of the Borrower, to enter into this Agreement and to issue the Notes and to perform its obligations under the Loan Documents. The Borrower and each of its Subsidiaries: the Subsidiaries (a) hold holds all certificates of authority, licenses and permits necessary to carry on their respective businesses its 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) are is duly qualified and in good standing as a foreign corporation (or other organization) in each jurisdiction in which the character of the properties owned, leased or operated by it or the business conducted by it 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. The Borrower and each of its Subsidiaries 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. The Borrower organization and each of its Subsidiaries have has all requisite power and authority to carry on their respective businesses its business as now conducted and, in the case conducted. Each of the Borrower, to enter into this Agreement and to issue the Notes and to perform its obligations under the Loan Documents. The Borrower and each of its Subsidiaries: the Restricted Subsidiaries (a) hold holds all certificates of authority, licenses licenses, and permits necessary to carry on their respective businesses its 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) are is duly qualified and in good standing as a foreign corporation (or other organization) in each jurisdiction in which the character of the properties ownedit owns, leased leases, or operated by it operates or the business conducted by it 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