Common use of Existence; Compliance with Law Clause in Contracts

Existence; Compliance with Law. Except as set forth in Schedule 4.3, each of Holdings, the Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiaries) (a) (i) is duly organized (or incorporated), validly existing and in good standing (or, only where if applicable, the equivalent status in any foreign jurisdiction) under the laws of the jurisdiction of its organization or incorporation, (ii) has the corporate or 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, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect and (iii) is duly qualified as a foreign corporation or limited liability company and in good standing (where such concept is relevant) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except, in each case, to the extent that the failure to be so qualified or in good standing (where such concept is relevant) would not have a Material Adverse Effect and (b) is in compliance with all Requirements of Law except to the extent that any such failure to comply therewith would not have a Material Adverse Effect.

Existence; Compliance with Law. Except as set forth in Schedule 4.3, each of Holdings, the Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiaries) (a) (i) is duly organized (or incorporated), validly existing and in good standing (or, only where if applicable, the equivalent status in any foreign jurisdiction) under the laws of the jurisdiction of its organization or incorporationincorporation (other than any Immaterial Subsidiaries), (ii) has the corporate or organizational power and authority, and and, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, 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, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect engaged and (iii) is duly qualified as a foreign corporation or limited liability company and in good standing (where such concept is relevant) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except, in each case, to the extent that the failure to be so qualified or in good standing (where such concept is relevant) would not have a Material Adverse Effect and (b) is in compliance with all Requirements of Law except to the extent that any such failure to comply therewith would not have a Material Adverse Effect.

Existence; Compliance with Law. Except as set forth in Schedule 4.3, each of Holdings, the Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiaries) (a) (i) is duly organized (or incorporated), validly existing and in good standing (or, only where if applicable, the equivalent status in any foreign jurisdiction) under the laws of the jurisdiction of its organization or incorporation, except in each case (other than with respect to the Borrower), to the extent such failure to do so would not reasonably be expected to have a Material Adverse Effect, (ii) has the corporate or 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, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect and (iii) is duly qualified as a foreign corporation or limited liability company and in good standing (where such concept is relevant) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except, in each case, to the extent that the failure to be so qualified or in good standing (where such concept is relevant) would not have a Material Adverse Effect and (b) is in compliance with all Requirements of Law except to the extent that any such failure to comply therewith would not have a Material Adverse Effect.

Existence; Compliance with Law. Except as set forth in Schedule 4.3on Section 4.1 of the Company Disclosure Schedule, the Company and each of Holdingsits Subsidiaries set forth on Exhibit 21 to the Company’s Form 10-K for the fiscal year ended December 31, 2017 (such Subsidiaries, the Borrower and its Restricted Subsidiaries (other than any Immaterial “Significant Subsidiaries”) (a) (i) is duly organized (or incorporated)formed, validly existing and and, if applicable, in good standing (or, only where if applicable, or the equivalent status in any foreign jurisdictionthereof) under the laws Laws of the jurisdiction of its organization or incorporationformation, (iib) has the requisite power and authority (corporate or organizational power and authority, and the legal right, otherwise) 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, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect and (iiic) is duly qualified and licensed and, as a foreign corporation or limited liability company and applicable, in good standing (where such concept is relevant) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business business, as currently conducted, requires such qualification exceptqualification, in each case, except to the extent that the failure to be so qualified would not reasonably be expected to have, individually or in good standing (where such concept is relevant) would not have the aggregate, a Material Adverse Effect and (bd) is in compliance with all Requirements of Law and its Governance Documents, except to the extent that any such the failure to comply therewith would not not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Except as set forth in Schedule 4.3, each Each of Holdingsthe Parent, the Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiaries) (a) (i) is duly organized (or incorporated), validly existing and in good standing (or, only where if applicable, the equivalent status in any foreign jurisdiction) under the laws of the jurisdiction of its organization or incorporation, (ii) has the corporate or 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 engagedengaged except, except where in each case, to the extent that any such failure to do so have such power, authority or right would not reasonably be expected to have a Material Adverse Effect and (iii) is duly qualified as a foreign corporation or limited liability company and in good standing (where such concept is relevant) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except, in each case, to the extent that the failure to be so qualified or in good standing (where such concept is relevant) would not reasonably be expected to have a Material Adverse Effect and (b) is in compliance with all Requirements of Law except to the extent that any such failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Except as set forth in Schedule 4.3, each Each of Holdings, the Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiaries) Loan Parties (a) (i) is duly organized (or incorporated)organized, validly existing and in good standing (or, only where if applicable, the equivalent status in any foreign jurisdiction) under the laws of the jurisdiction of its organization incorporation or incorporationformation, (iib) has the corporate or other organizational 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, except where to the extent that the failure to do so have such legal right would not be reasonably be expected to have a Material Adverse Effect and Effect, (iiic) is duly qualified as a foreign corporation or limited liability company and in good standing (where such concept is relevant) under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification exceptqualification, other than in each case, to the extent that such jurisdictions where the failure to be so qualified or and in good standing (where such concept is relevant) would not be reasonably expected to have a Material Adverse Effect and (bd) is in compliance with all Requirements of Law Law, except to the extent that any such the failure to comply therewith would not not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Existence; Compliance with Law. Except as set forth in Schedule 4.33.3, each of Holdings, the Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiaries) (a) (i) is duly organized (or incorporated), validly existing and in good standing (or, only where if applicable, the equivalent status in any foreign jurisdiction) under the laws of the jurisdiction of its organization or incorporation, (ii) has the corporate or 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, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect and (iii) is duly qualified as a foreign corporation or limited liability company and in good standing (where such concept is relevant) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except, in each case, to the extent that the failure to be so qualified or in good standing (where such concept is relevant) would not have a Material Adverse Effect and (b) is in compliance with all Requirements of Law except to the extent that any such failure to comply therewith would not have a Material Adverse Effect.

Existence; Compliance with Law. Except as set forth in Schedule 4.3, each Each of Holdings, the Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiaries) (a) (i) is duly organized (or incorporated), validly existing and in good standing (or, only where if applicable, the equivalent status in any foreign jurisdiction) under the laws of the jurisdiction of its organization or incorporation, (ii) has the corporate or 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, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect and (iii) is duly qualified as a foreign corporation or limited liability company and in good standing (where such concept is relevant) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except, in each case, to the extent that the failure to be so qualified or in good standing (where such concept is relevant) would not have a Material Adverse Effect and (b) is in compliance with all Requirements of Law except to the extent that any such failure to comply therewith would not have a Material Adverse Effect.

Existence; Compliance with Law. Except as set forth in Schedule 4.3, each Each of Holdings, the Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiaries) (a) (i) is duly organized (or incorporated), validly existing and in good standing (or, only where if applicablein the case of any Foreign Subsidiary, the equivalent status in any foreign jurisdiction) under the laws Laws of the jurisdiction of its organization or incorporation, (ii) has the corporate or 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 engagedor proposed to be engaged except, except where in each case, to the extent that any such failure to do so have such power, authority or right would not reasonably be expected to have a Material Adverse Effect and (iii) is duly qualified to do business as a foreign corporation or limited liability company and in good standing (where such concept is relevant) under the laws Laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business as now or currently proposed to be conducted requires such qualification except, in each case, to the extent that the failure to be so qualified or in good standing (where such concept is relevant) would not reasonably be expected to have a Material Adverse Effect and (b) is in compliance with all Requirements of Law except to the extent that any such failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Except as set forth in Schedule 4.3, each Each of Holdings, the Borrower Holdings and its Restricted Subsidiaries (other than any Immaterial Subsidiaries) (a) (i) is duly organized (or incorporated), validly existing and in good standing (or, only where if applicable, the equivalent status in any foreign jurisdiction) under the laws of the jurisdiction of its organization or incorporation, (ii) has the corporate or 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, engaged except where the failure to do so would not reasonably be expected to have a Material Adverse Effect and (iii) is duly qualified as a foreign corporation or limited liability company and in good standing (where such concept is relevant) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except, in each case, to the extent that the failure to be so qualified or in good standing (where such concept is relevant) would not have a Material Adverse Effect and (b) is in compliance with all Requirements of Law except to the extent that any such failure to comply therewith would not have a Material Adverse Effect.

Existence; Compliance with Law. Except as set forth in Schedule 4.3, each Each of Holdings, the Borrower Borrowers and its their Restricted Subsidiaries (other than any Immaterial Subsidiaries) (a) (i) is duly organized (or incorporated), validly existing and in good standing (or, only where if applicable, the equivalent status in any foreign jurisdiction) under the laws of the jurisdiction of its organization or incorporation, (ii) has the corporate or 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 engagedengaged except, except where in each case, to the extent that any such failure to do so have such power, authority or right would not reasonably be expected to have a Material Adverse Effect and (iii) is duly qualified as a foreign corporation or limited liability company and in good standing (where such concept is relevant) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except, in each case, to the extent that the failure to be so qualified or in good standing (where such concept is relevant) would not reasonably be expected to have a Material Adverse Effect and (b) is in compliance with all Requirements of Law except to the extent that any such failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Except as set forth in Schedule 4.3, each Each of Holdings, the Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiaries) (a) (i) is duly organized (or incorporated), validly existing and in good standing (or, only where if applicable, the equivalent status in any foreign jurisdiction) under the laws of the jurisdiction of its organization or incorporation, (ii) has the corporate or 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 engagedengaged except, except where in each case, to the extent that any such failure to do so have such power, authority or right would not reasonably be expected to have a Material Adverse Effect and (iii) is duly qualified as a foreign corporation or limited liability company and in good standing (where such concept is relevant) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except, in each case, to the extent that the failure to be so qualified or in good standing (where such concept is relevant) would not reasonably be expected to have a Material Adverse Effect and (b) is in compliance with all Requirements of Law except to the extent that any such failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Except as set forth in Schedule 4.3, each Each of Holdings, the Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiaries) (a) (i) is duly organized (or incorporated), validly existing and in good standing (or, only where if applicablein the case of any Foreign Subsidiary, the equivalent status in any foreign jurisdiction) under the laws of the jurisdiction of its organization or incorporation, (ii) has the corporate or 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 engagedengaged except, except where in each case, to the extent that any such failure to do so have such power, authority or right would not reasonably be expected to have a Material Adverse Effect and (iii) is duly qualified as a foreign corporation or limited liability company and in good standing (where such concept is relevant) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except, in each case, to the extent that the failure to be so qualified or in good standing (where such concept is relevant) would not reasonably be expected to have a Material Adverse Effect and (b) is in compliance with all Requirements of Law except to the extent that any such failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Except as set forth in Schedule 4.3, each of Holdings, the Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiaries) Each Group Member (a) (i) is duly organized (or incorporated)organized, validly existing and in good standing (or, only where if applicable, to the equivalent status extent such concept is applicable in any foreign the relevant jurisdiction) under the laws of the jurisdiction of its organization or incorporationexcept (other than with respect to Parent Guarantor, Holdings GP, Holdings and the Borrower) to the extent that failure to be in good standing could not reasonably be expected to have a Material Adverse Effect, (iib) has the corporate or organizational 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, engaged except where to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect and Effect, (iiic) is duly qualified as a foreign corporation or limited liability company other organization and in good standing (where such concept is relevant) under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification except, in each case, except to the extent that the failure to do so could not reasonably be so qualified or in good standing (where such concept is relevant) would not expected to have a Material Adverse Effect and (bd) is in compliance with all Requirements of Law except to the extent that any such the failure to comply therewith would not could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Except as set forth in Schedule 4.3, each of Holdings, the The Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiaries) (a) (i) is a limited liability company duly organized (or incorporated)formed, validly existing and in good standing (or, only where if applicable, the equivalent status in any foreign jurisdiction) under the laws of the its jurisdiction of its organization or incorporation, incorporation and is a "registered organization" as defined in the UCC of such jurisdiction; (ii) has the corporate or 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, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect and (iii) is duly qualified as a foreign corporation or limited liability company to conduct business and is in good standing (where such concept is relevant) under the laws of in each other jurisdiction where its ownership, ownership or lease or operation of Property property or the conduct of its business requires such qualification exceptqualification; (iii) has the requisite 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, in each case, as now, heretofore and proposed to be conducted; (iv) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent that the failure to be so qualified or in good standing required for such ownership, operation and conduct; (where such concept is relevant) would not have a Material Adverse Effect and (bv) is in compliance with its limited liability company agreement; and (vi) subject to specific representations set forth herein regarding ERISA, tax and other laws, is in compliance with all Requirements applicable provisions of Law law, except to where the extent that any such failure to so comply therewith would not have a Material Adverse Effectan adverse effect on (1) the business, assets, liabilities, operations, prospects or financial or other condition of the Borrower, or (2) the Borrower Collateral.

Existence; Compliance with Law. Except as set forth in Schedule 4.3, each of Holdings, the Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiaries) The Company (a) (i) is duly organized (or incorporated), validly existing and in good standing (or, only where if applicable, the equivalent status in any foreign jurisdiction) under the laws of the jurisdiction State of its organization or incorporationDelaware, (ii) has the corporate or 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 engagedengaged except, except where in each case, to the extent that any such failure to do so would have such power could not reasonably be expected to have a Material Adverse Effect and (iii) is duly qualified as a foreign corporation or limited liability company and in good standing (where such concept is relevant) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except, in each case, to the extent that the failure to be so qualified or in good standing (where such concept is relevant) would could not reasonably be expected to have a Material Adverse Effect and (b) is in compliance with all Requirements of Law except to the extent that any such failure to comply therewith would could not reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Except as set forth in Schedule 4.3, each of Holdings, the Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiaries) Each Group Member (a) (i) is duly organized (or incorporated)organized, validly existing and in good standing (or, only where if applicable, to the equivalent status extent such concept exists in any foreign such jurisdiction) under the laws of the jurisdiction of its organization or organization, formation, incorporation, amalgamation or continuation, (iib) has the corporate or organizational power and authority, and the legal right, to own and operate its Propertymaterial property, to lease the Property material property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction in which the nature of the business conducted by it or the nature of the properties owned or leased by it requires such qualification or license, except where the failure to do be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect and (iii) is duly qualified as a foreign corporation or limited liability company and in good standing (where such concept is relevant) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except, in each case, to the extent that the failure to be so qualified or in good standing (where such concept is relevant) would not have a Material Adverse Effect and (bd) is in material compliance with all Requirements of Law except in such instances in which (i) such Requirement of Law is being contested in good faith by appropriate proceedings diligently conducted and the prosecution of such contest would not reasonably be expected to result in a Material Adverse Effect, or (ii) the extent that any such failure to comply therewith therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Existence; Compliance with Law. Except as set forth in Schedule 4.34.3 to this Agreement, each of Holdings, the Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiaries) (a) (i) is duly organized (or incorporated), validly existing and in good standing (or, only where if applicable, the equivalent status in any foreign jurisdiction) under the laws of the jurisdiction of its organization or incorporation, (ii) has the corporate or 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, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect and (iii) is duly qualified as a foreign corporation or limited liability company and in good standing (where such concept is relevant) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except, in each case, to the extent that the failure to be so qualified or in good standing (where such concept is relevant) would not have a Material Adverse Effect and (b) is in compliance with all Requirements of Law except to the extent that any such failure to comply therewith would not have a Material Adverse Effect.

Existence; Compliance with Law. Except as set forth in Schedule 4.3, each of Holdings, the Borrower and each of its Restricted Subsidiaries (other than any Immaterial Subsidiaries) (a) (i) is duly organized (or incorporated), validly existing and in good standing (or, only where if applicable, the equivalent status in any foreign jurisdiction) under the laws of the jurisdiction of its organization or incorporation, except in each case (other than with respect to the Borrower), to the extent such failure to do so would not reasonably be expected to have a Material Adverse Effect, (ii) has the corporate or 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, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect and (iii) is duly qualified as a foreign corporation or limited liability company and in good standing (where such concept is relevant) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except, in each case, to the extent that the failure to be so qualified or in good standing (where such concept is relevant) would not have a Material Adverse Effect and (b) is in compliance with all Requirements of Law except to the extent that any such failure to comply therewith would not have a Material Adverse Effect.

Existence; Compliance with Law. Except as set forth in Schedule 4.3, each Each of Holdings, the Borrower Company and its Restricted Subsidiaries (other than any Immaterial Subsidiaries) (a) (i) is duly organized (incorporated or incorporated)organized, validly existing and (if applicable in such jurisdiction) in good standing (or, only where if applicable, the equivalent status in any foreign jurisdiction) under the laws of the jurisdiction of its organization incorporation or incorporationother organization, except to the extent, with respect to a Subsidiary, that any failure to maintain existence or (if applicable in such jurisdiction) good standing would not have a Material Adverse Effect, (iib) has the corporate or other organizational power and authority, and the legal right, authority 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, except where to the failure to do so extent that the lack of any such power or authority would not reasonably be expected to have cause a Material Adverse Effect and Effect, (iiic) is duly qualified as a foreign corporation or limited liability company and in good standing (where such concept is relevant) other entity under the laws of each jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires such qualification except, in each case, except to the extent that the any failure to be so qualified or in good standing (where such concept is relevant) qualify would not reasonably be expected to have a Material Adverse Effect and (bd) is in compliance with all applicable Requirements of Law except to the extent that any such failure to so comply therewith would is not reasonably expected to have a Material Adverse Effect.