Common use of Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default Clause in Contracts

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Borrower and each Subsidiary of each Borrower (i) is a corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iii) is duly licensed or qualified and in good standing in (x) its jurisdiction of organization and (y) except where the failure to be so qualified would not reasonably be expected to result in Material Adverse Change, each jurisdiction where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, (iv) has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 5.1.13) in all jurisdictions in which any Borrower or Subsidiary of any Borrower is presently or will be doing business except where the failure to do so would not reasonably be expected to result in Material Adverse Change, and (vi) has good and marketable title to or valid leasehold interest in all properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or is continuing.

Appears in 2 contracts

Samples: Credit Agreement (Cincinnati Financial Corp), Credit Agreement (Cincinnati Financial Corp)

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Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Borrower and each Subsidiary of each Borrower (i) is a corporation, limited partnership or limited liability company, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iii) is duly licensed or qualified and in good standing in (x) its jurisdiction of organization and (y) except where the failure to be so qualified would not reasonably be expected to result in Material Adverse Change, each jurisdiction where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, (iv) has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 5.1.13) in all jurisdictions in which any Borrower or Subsidiary of any Borrower is presently or will be doing business except where the failure to do so would not reasonably be expected to result in Material Adverse Change, and (vi) has good and marketable title to or valid leasehold interest in all properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or is continuing.. 5.1.2

Appears in 1 contract

Samples: Credit Agreement (Cincinnati Financial Corp)

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each The Borrower and each Subsidiary of each Borrower its Subsidiaries (i) is a corporationcorporation or limited liability company, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iii) is duly licensed or qualified and in good standing in (x) its jurisdiction of organization and (y) except where the failure to be so qualified would not reasonably be expected to result in Material Adverse Change, each jurisdiction where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, (iv) has full power to enter into, execute, deliver and carry out this Agreement and the other Loan FAL LC Documents to which it is a party, to incur the Indebtedness contemplated by the Loan FAL LC Documents and to perform its Obligations under the Loan FAL LC Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, (v) is in compliance in all material respects with all applicable Applicable Laws (other than Environmental Laws which are specifically addressed in Section 5.1.134.1.13) in all jurisdictions in which any the Borrower or Subsidiary any of any Borrower its Subsidiaries is presently or will be doing business except where the failure to do so would not reasonably be expected to result in Material Adverse Change, and (vi) has good and marketable title to or valid leasehold interest in all properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or is continuing.. 4.1.2

Appears in 1 contract

Samples: Credit Facility Agreement (Cincinnati Financial Corp)

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Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each The Borrower and each Subsidiary of each Borrower its Subsidiaries (i) is a corporationcorporation or limited liability company, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iii) is duly licensed or qualified and in good standing in (x) its jurisdiction of organization and (y) except where the failure to be so qualified would not reasonably be expected to result in Material Adverse Change, each jurisdiction where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, (iv) has full power to enter into, execute, deliver and carry out this Agreement and the other Loan FAL LC Documents to which it is a party, to incur the Indebtedness contemplated by the Loan FAL LC Documents and to perform its Obligations under the Loan FAL LC Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, (v) is in compliance in all material respects with all applicable Applicable Laws (other than Environmental Laws which are specifically addressed in Section 5.1.134.1.13) in all jurisdictions in which any the Borrower or Subsidiary any of any Borrower its Subsidiaries is presently or will be doing business except where the failure to do so would not reasonably be expected to result in Material Adverse Change, and (vi) has good and marketable title to or valid leasehold interest in all properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or is continuing.

Appears in 1 contract

Samples: Credit Facility Agreement (Cincinnati Financial Corp)

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