Common use of Corporate Existence; Compliance with Law Clause in Contracts

Corporate Existence; Compliance with Law. Except as permitted under Section 8.4, each Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, (d) is in compliance with the terms of its Organizational Documents and (e) is in compliance with the terms of all Requirements of Law and all Governmental Authorizations, except to the extent that any failure under clause (a) (with respect to any Group Member other than the Borrower) or clauses (b), (c) and (e) to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Except as permitted under Section 8.4, the Borrower and each Group Member Restricted Subsidiary (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, (d) is in compliance with the terms of its Organizational Documents and (e) is in compliance with the terms of all Requirements of Law (including, for the avoidance of doubt, the Patriot Act) and all Governmental Authorizations, except to the extent that any failure under clause (a) (with respect to any Group Member other than the BorrowerRestricted Subsidiary that is not a Loan Party) or clauses (b), (c) and through (e) to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Except as permitted under Section 8.47.3, each Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, to the extent such concept is recognized in its jurisdiction of incorporation, (b) has the organizational power and authority, authority and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, (d) is in compliance with the terms of its Organizational Documents and (e) is in compliance with the terms of all Requirements of Law (including Health Care Laws) and all Governmental Authorizations, except to the extent that any failure under clause (a) (with respect to any Group Member other than the Borrower) or in case of clauses (b), (c) and (e) ), to comply therewith the extent that the failure to do so could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Except as permitted under Section 8.4, each Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, (d) is in compliance with the terms of its Organizational Documents and (e) is in compliance with the terms of all Requirements of Law and all Governmental Authorizations, except to the extent that any failure under clause (a) (with respect to any Group Member other than the Borrowerthat is not a Loan Party) or clauses (b), (c) and through (e) to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Except as permitted under Section 8.4, each Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, (d) is in compliance with the terms of its Organizational Documents and (e) is in compliance with the terms of all Requirements of Law and all Governmental Authorizations, except to the extent that any failure under clause (a) (with respect to any Group Member other than the Borrower) or clauses (b), (c) and (e) to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.. 5.4

Corporate Existence; Compliance with Law. Except as permitted under Section 8.47.4, the Borrower and each Group Member Restricted Subsidiary (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, (d) is in compliance with the terms of its Organizational Documents and (e) is in compliance with the terms of all Requirements of Law (including, for the avoidance of doubt, the Patriot Act) and all Governmental Authorizations, except to the extent that any failure under clause (a) (with respect to any Group Member other than the BorrowerRestricted Subsidiary that is not a Loan Party) or clauses (b), (c) and through (e) to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Except as permitted under Section 8.4, The Company and its each Group Member of Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the organizational corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign entity corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification, qualification and (d) is in compliance with the terms of its Organizational Documents and (e) is in compliance with the terms of all Requirements of Law (including, without limitation, the obtaining and maintaining all authorizations, licenses and permits from any Governmental Authorizations, except to Authority that are required or necessary for the extent that any failure under clause (a) (with respect to any Group Member other than conduct of the Borrower) or clauses (bbusiness of the Company and its Subsidiaries), except, in the case of clauses (c) and (e) d), to the extent that the failure to be so qualified or to comply therewith could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Except as permitted under Section 8.4, each Group Member Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the organizational corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign entity corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, qualification and (d) is in compliance with the terms of its Organizational Documents and (e) is in compliance with the terms of all Requirements of Law and all Governmental Authorizations(provided that no representation or warranty is made in this subsection 4.3(d) with respect to Requirements of Law referred to in subsections 4.8, 4.10, 4.14 or 4.15 (b)), except to the extent that any the failure under clause of the foregoing clauses (a) (only with respect to any Group Member other than Subsidiaries of the Borrower) or clauses (bBorrower which are not Guarantors), (c) and (ed) to comply therewith be true and correct could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Except as permitted under Section 8.47.3, each Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, to the extent such concept is recognized in its jurisdiction of incorporation or organization, (b) has the organizational power and authority, authority and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, (d) is in compliance with the terms of its Organizational Documents and (e) is in compliance with the terms of all Requirements of Law (including Health Care Laws) and all Governmental Authorizations, except to the extent that any failure under clause (a) (with respect to any Group Member other than the Borrower) or in case of clauses (b), (c) and (e) ), to comply therewith the extent that the failure to do so could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Except as permitted under Section 8.4, each Group Member Each of (a) the Borrower and its Significant Subsidiaries (i) is duly organized, validly existing existing, and in good standing under the laws of the jurisdiction of its organizationincorporation or formation, as the case may be, and (bii) has the organizational power corporate, company or partnership power, as the case may be, and authority, authority and the legal right, right to own and operate its property, to lease the property it operates as lessee operates, and to conduct the business in which it is currently engaged, and (cb) the Companies (i) is duly qualified as a foreign entity corporation and in good REVOLVING CREDIT AGREEMENT 26 32 standing under the laws Laws of each jurisdiction where its ownership, lease lease, or operation of property or the conduct of its business requires such qualification, except to the extent that failure to be so qualified is not reasonably likely, in the aggregate, to be a Material Adverse Event, and (dii) is in compliance with the terms of its Organizational Documents and (e) is in compliance with the terms of all Requirements of Law and all Governmental Authorizations, Laws except to the extent that any the failure under clause (a) (with respect to any Group Member other than the Borrower) or clauses (b), (c) and (e) to comply therewith could notis not reasonably likely, in the aggregate, reasonably to be expected to have a Material Adverse EffectEvent.

Corporate Existence; Compliance with Law. Except as permitted under Section 8.4, Each Borrower and each Group Member of its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, incorporation; (b) has the organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign entity corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except for failures that individually or in the aggregate could not have a Material Adverse Effect; (c) has all requisite power and authority and the legal right to own and operate its ownershipproperties, to lease or operation of the property or the it operates under lease and to conduct of its business requires such qualification, as now or currently proposed to be conducted; (d) is in compliance with the terms of its Organizational Documents and organizational documents; (e) is in compliance with the terms of all other applicable Requirements of Law and all Governmental Authorizations, except to the extent for such non-compliance that any failure under clause (a) (with respect to any Group Member other than the Borrower) individually or clauses (b), (c) and (e) to comply therewith could not, in the aggregate, reasonably be expected to aggregate could not have a Material Adverse Effect.Material

Corporate Existence; Compliance with Law. Except as permitted under Section 8.47.02(c), each Group Member (ai) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (bii) has the organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (ciii) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, (div) is in compliance with the terms of its Organizational Documents and (ev) is in compliance with the terms of all Requirements of Law and all Governmental Authorizations, except to the extent that any failure under clause (ai) (with respect to any Group Member Loan Party other than the Borrower) or clauses (bii), (ciii) and (ev) to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Compliance with Law. Except as permitted under Section 8.47.3, each Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, to the extent such concept is recognized in its jurisdiction of incorporation except, in the case of a Restricted Subsidiary, where the failure to do so would not reasonably be expected to result in a Material Adverse Effect, (b) has the organizational power and authority, authority and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, and (d) is in compliance with the terms of its Organizational Documents and (e) is in compliance with the terms of all Requirements of Law (including Health Care Laws) and all Governmental Authorizations, except to the extent that any failure under clause (a) (with respect to any Group Member other than the Borrower) or in case of clauses (b), (c) and (e) d), to comply therewith could not, in the aggregate, extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.