Common use of Existence and Power Clause in Contracts

Existence and Power. The Seller is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assets.

Existence and Power. The Seller is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect and the enforceability or collectibility of the Receivables or any other part of the Transferred AssetsUnderwriting Agreement.

Existence and Power. The Seller is a Delaware limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all full power and authority required to carry on own its assets and operate its business as presently owned or operated, and to execute, deliver and perform its obligations under the Transaction Documents to which it is now conducteda party. The Seller has obtained all necessary licenses and approvals in each jurisdiction all jurisdictions where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect and the enforceability or collectibility of the Receivables or any other part of the Transferred AssetsUnderwriting Agreement.

Existence and Power. The Seller is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assets.

Existence and Power. The Seller is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents this Agreement or affect the enforceability or collectibility collectability of the Receivables or any other part of the Transferred Assets.

Existence and Power. The Seller is a Delaware limited liability company validly existing and in good standing under the laws of the State its state of Delaware organization and has, in all material respects, all full power and authority required to carry on own its assets and operate its business as presently owned or operated, and to execute, deliver and perform its obligations under the Transaction Documents to which it is now conducteda party. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetscould reasonably result in a Material Adverse Change.

Existence and Power. The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where in which its business is conducted unless the failure to do so would materially and adversely affect the ability have such power, authority, licenses, authorizations consents of the Seller approvals could not be reasonably expected to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetshave a Material Adverse Effect.

Existence and Power. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform in which its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetsbusiness is conducted.

Existence and Power. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the in which its business is conducted except if failure to do so would materially and adversely affect the ability of the Seller have such licenses, authorizations, consents or approvals could not reasonably be expected to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetshave a Material Adverse Effect.

Existence and Power. The Seller is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would reasonably be expected to materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility collectability of the Receivables or any other part of the Transferred Assets.

Existence and Power. The Seller is a Delaware limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assets.

Existence and Power. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the in which its business is conducted except if failure to do so have such licenses, authorizations, consents or approvals would materially and adversely affect the ability of the Seller not reasonably be expected to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetshave a Material Adverse Effect.

Existence and Power. The Seller is a Delaware limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect and the enforceability or collectibility of the Receivables or any other part of the Transferred AssetsUnderwriting Agreement.

Existence and Power. The Seller is a limited liability company corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and hashas all corporate powers and all governmental licenses, in all material respectsauthorizations, all power permits, consents and authority approvals required to carry on its business as it is now conducted, except where a failure to so possess would not result in a Material Adverse Effect upon the Seller. The Seller has obtained all necessary licenses heretofore delivered to the Purchaser true and approvals complete copies of its Certificate of Incorporation, as amended, and By-laws, each as currently in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetseffect.

Existence and Power. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred AssetsDelaware.

Existence and Power. The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction in which its business is conducted, except where the failure to so do so would materially and adversely affect the ability of the Seller could not reasonably be expected to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetsresult in a Material Adverse Effect.

Existence and Power. The Seller is a limited liability company duly formed, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where in which its business is conducted unless the failure to do so would materially and adversely affect the ability have such power, authority, licenses, authorizations consents of the Seller approvals could not be reasonably expected to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetshave an SPV Material Adverse Effect.

Existence and Power. The Seller is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred AssetsDocuments.

Existence and Power. The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where in which its business is conducted unless the failure to do so would materially and adversely affect the ability have such power, authority, licenses, authorizations consents of the approvals could not be reasonably expected to have a Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred AssetsMaterial Adverse Effect.

Existence and Power. The Seller is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect and the enforceability or collectibility of the Receivables or any other part of the Transferred AssetsUnderwriting Agreement.

Existence and Power. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure in which its business is conducted, except in each case as could not reasonably be expected to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetsresult in a Material Adverse Effect.

Existence and Power. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the in which its business is conducted except if failure to do so have such licenses, authorizations, consents or approvals would materially and adversely affect the ability of the Seller not reasonably be expected to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetshave a Material Adverse Effect.

Existence and Power. The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where in which its business is conducted unless the failure to do so would materially and adversely affect the ability have such power, authority, licenses, authorizations consents of the approvals could not be reasonably expected to have a Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assets.Material Adverse Effect. (b)

Existence and Power. The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction in which its business is conducted, except where the failure to do so would materially and adversely affect the ability of the Seller not reasonably be expected to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetsresult in a Material Adverse Effect.

Existence and Power. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and hasis duly qualified to do business, and is in good standing, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each every jurisdiction where the nature of its business requires it to be so qualified, unless the failure to do so qualify would materially and adversely affect the ability of the Seller not reasonably be expected to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetshave a Material Adverse Effect.

Existence and Power. The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has, in has all material respects, all requisite limited liability company power and authority required to own, lease, and operate its properties and to carry on its business as it is now being conducted or proposed to be conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assets.

Existence and Power. The Seller is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents this Agreement or affect the enforceability or collectibility collectability of a material portion of the Receivables or any other part of the Transferred Assets.

Existence and Power. The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform in which its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetsbusiness is conducted.

Existence and Power. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has, in has all powers and all material respectsgovernmental licenses, all power authorizations, permits, consents and authority approvals required to carry on its business the Business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assets.

Existence and Power. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure in which its business is conducted, except in each case as could not reasonably be expected to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assets.result in a Material Adverse Effect. (b)