Common use of Formation and Qualification Clause in Contracts

Formation and Qualification. (a) Each Borrower is duly formed or incorporated and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws, certificate of formation and operating agreement, as applicable, will promptly notify Agent of any amendment or changes thereto.

Appears in 8 contracts

Samples: Credit and Security Agreement (ARKO Corp.), Credit and Security Agreement (ARKO Corp.), Security Agreement (GPM Petroleum LP)

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Formation and Qualification. (a) Each Borrower is duly formed incorporated or incorporated formed, as applicable, and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws, laws or certificate of formation and operating agreement, as applicable, and will promptly notify Agent of any amendment or changes thereto.

Appears in 3 contracts

Samples: Security Agreement (Aventine Renewable Energy Holdings Inc), Security Agreement (Merisel Inc /De/), Security Agreement (Aventine Renewable Energy Holdings Inc)

Formation and Qualification. (a) Each Borrower is duly formed incorporated or incorporated formed, as applicable, and in good standing under the laws of the state listed on Schedule 5.2(a) jurisdiction of its incorporation or formation and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws, or certificate of formation and by-laws or operating agreement, as applicablethe case may be, and will promptly notify Agent of any amendment or changes thereto.

Appears in 2 contracts

Samples: Credit and Security Agreement (Akrion, Inc.), Credit and Security Agreement (Akrion, Inc.)

Formation and Qualification. (a) Each Borrower is duly formed or incorporated organized and in good standing under the laws of the state or province listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws, certificate of formation laws or analogous documents and operating agreement, as applicable, will promptly notify Agent of any amendment or changes thereto.

Appears in 2 contracts

Samples: Security Agreement (Geokinetics Inc), Security Agreement (Geokinetics Inc)

Formation and Qualification. (a) Each Borrower is duly formed or incorporated and in good standing under the laws of the state listed on Schedule SCHEDULE 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule SCHEDULE 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws, certificate of formation laws and operating agreement, as applicable, will promptly notify Agent of any amendment or changes thereto.

Appears in 2 contracts

Samples: Security Agreement (Semx Corp), Security Agreement (Waxman Industries Inc)

Formation and Qualification. (a) Each Borrower is duly formed or incorporated and in good standing under the laws of the state or country listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states and countries listed on Schedule 5.2(a) which constitute all states and countries in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws, certificate of formation laws and operating agreement, as applicable, will promptly notify Agent of any amendment or changes thereto.

Appears in 2 contracts

Samples: Security Agreement (Sparton Corp), Revolving Credit and Security Agreement (Tecumseh Products Co)

Formation and Qualification. (a) Each Borrower is duly formed incorporated or incorporated formed, as applicable, and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate or articles of incorporation and by-laws, laws or its certificate of formation and operating agreement, as applicable, and will promptly notify Agent of any amendment or changes thereto.

Appears in 2 contracts

Samples: Security Agreement (Fairchild Corp), Security Agreement (Fairchild Corp)

Formation and Qualification. (a) Each Borrower is duly incorporated or formed or incorporated and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws, or certificate of formation and operating agreement, as applicablethe case may be, and will promptly notify Agent of any amendment or changes thereto.

Appears in 1 contract

Samples: Security Agreement (Presstek Inc /De/)

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Formation and Qualification. (a) Each Borrower is duly formed or incorporated and in good standing under the laws of the state listed on Schedule 5.2(a), has the organizational number set forth on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws, certificate of formation laws and operating agreement, as applicable, will promptly notify Agent of any amendment or changes thereto.

Appears in 1 contract

Samples: Security Agreement (Bio Reference Laboratories Inc)

Formation and Qualification. (a) Each Borrower is duly formed or incorporated and in good standing under the laws of the state its jurisdiction of incorporation listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states or other jurisdictions listed on Schedule 5.2(a) which constitute all states jurisdictions in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws, certificate of formation bylaws and operating agreement, as applicable, will promptly notify Agent of any amendment or changes thereto.

Appears in 1 contract

Samples: Security Agreement (Rheometric Scientific Inc)

Formation and Qualification. (a) Each Borrower is duly formed or incorporated and in good standing under the laws of the state listed on Schedule 5.2(aSCHEDULE 5.2(A) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(aSCHEDULE 5.2(A) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws, certificate of formation laws and operating agreement, as applicable, will promptly notify Agent of any amendment or changes thereto.

Appears in 1 contract

Samples: Security Agreement (Brightstar Corp.)

Formation and Qualification. (a) Each Borrower is duly incorporated or formed or incorporated as applicable and in good standing under the laws of the state listed on Schedule 5.2(a) and and, as of the Closing Date, is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such BorrowerEffect. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws, laws or certificate of formation and operating agreement, agreement as applicable, applicable and will promptly notify Agent of any amendment or changes thereto.

Appears in 1 contract

Samples: Security Agreement (Amrep Corp.)

Formation and Qualification. (a) Each Borrower is duly incorporated or formed or incorporated and in good standing under the laws of the state or province listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states and provinces listed on Schedule 5.2(a) which constitute all states and provinces in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws, laws or certificate of formation and operating agreement, as applicable, agreement and will promptly notify Agent of any amendment or changes thereto.

Appears in 1 contract

Samples: Security Agreement (Katy Industries Inc)

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