Common use of Corporate or Limited Liability Company Existence; Compliance with Law Clause in Contracts

Corporate or Limited Liability Company Existence; Compliance with Law. Each Credit Party (a) is a limited liability company or corporation, as applicable, duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization or incorporation set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in exposure to losses, damages or liabilities in excess of $50,000; (c) has the requisite corporate or limited liability company, as applicable, power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as is now, heretofore and is proposed to be conducted; (d) has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (e) is in compliance with its charter and bylaws or certificate of formation and operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law; except in the case of clauses (b), (d) and (f) of this Section 3.1, where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate or Limited Liability Company Existence; Compliance with Law. Each Credit Party (a) is a corporation or limited liability company or corporationcompany, as applicablethe case may be, duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization or incorporation set forth in Disclosure Schedule (3.1)organization; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in exposure to losses, damages or liabilities in excess of $50,000100,000; (c) has the requisite corporate or limited liability company, as applicable, organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as is now, heretofore and is proposed to be conducted; (d) subject to specific representations regarding Environmental Laws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except when the failure to have or do so, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws by-laws or certificate of formation and operating agreement, as applicableequivalent organizational or charter or constituent documents; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law; , except in the case of clauses (b), (d) and (f) of this Section 3.1, where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Corporate or Limited Liability Company Existence; Compliance with Law. Each Credit Party (a) Each of the Borrowers (i) is a corporation (in the case of LVSI) or limited liability company (in the case of VCR) duly incorporated or corporation, as applicable, duly organized, validly existing and in good standing under the laws of its respective jurisdiction the State of organization or incorporation set forth in Disclosure Schedule (3.1); (b) Nevada and is duly qualified to conduct do business and is in good standing in each other jurisdiction where in which its ownership or lease of property its properties or the conduct of its business requires such qualification, except where qualification and the failure to be so qualified would not obtain which could result in exposure to losses, damages or liabilities in excess of $50,000a Material Adverse Effect; (cii) has the requisite corporate or limited liability company, as applicable, company power and authority and the legal right to own, pledge, mortgage mortgage, grant a security interest in, or otherwise encumber and operate its properties, to lease the property properties it operates under lease lease, to incur indebtedness, to execute, deliver and perform its obligations under each of the Loan Documents to which it is a party and to conduct its business as is now, now or heretofore conducted and is as proposed to be conducted; (diii) has all material licenses, permits, consents or approvals from or by, and has made all material filings (required to be made at such time) with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (e) is in compliance with its charter and bylaws or certificate of formation and operating agreement, as applicable; and (f) subject conduct except to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all applicable provisions of law; except in the case of clauses (b), (d) and (f) of this Section 3.1, where extent that the failure to comply, individually make any such filing or in the aggregate, to give any such notice could not reasonably be expected to have result in a Material Adverse Effect.; (iv) is in compliance with all of its organic documents, including without limitation its articles of incorporation and by-laws or its limited liability company agreement, as the case may be, except to the extent that the failure to be in such compliance could not reasonably be expected to result in a Material Adverse Effect; and (v) is in compliance in all material respects with all applicable provisions of law except to the extent that the failure to be in such compliance could not reasonably be expected to result in a Material Adverse Effect. As of the date hereof, (A) the sole shareholder of LVSI is Sxxxxxx X. Xxxxxxx, (B) the only members of VCR are Interface Holding and LVSI and (C) the sole shareholder of Interface Holding is Sxxxxxx X.