Common use of Organization, Authority and No Conflict Clause in Contracts

Organization, Authority and No Conflict. Each Loan Party is an entity of the type set forth on Schedule 9.06, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation. Each Loan Party’s jurisdiction of incorporation, organization or formation, federal employer identification number and organization identification number are correctly set forth on Schedule 9.06. Each Loan Party is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if such Loan Party is not so qualified, the failure to be qualified or in good standing would not have a Material Adverse Effect or otherwise affect Lender’s rights in any material respect. Each Loan Party has the right and power and is duly authorized and empowered to enter into, execute and deliver the Loan Documents and perform its obligations hereunder and thereunder. Each Loan Party’s execution, delivery and performance of the Loan Documents does not conflict with the provisions of the organizational documents of such Loan Party, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document binding on such Loan Party, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect, and each Loan Party’s execution, delivery and performance of the Loan Documents shall not result in the imposition of any lien or other encumbrance upon any of such Loan Party’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which such Loan Party or any of its property may be bound or affected. If a Loan Party is a partnership or limited liability company, such Loan Party has not expressly elected to have its equity interests treated as “Securities” under and as defined in Article 8 of the Uniform Commercial Code.

Organization, Authority and No Conflict. Each Loan Credit Party is an entity of the type set forth on Schedule 9.06, a duly organized, validly existing and in good standing under the laws in its state of the jurisdiction of its incorporation, organization or formation. Each Loan Party’s jurisdiction of incorporation, organization or formation, federal employer its state organizational identification number and organization identification number are correctly is as set forth on Schedule 9.06. Each Loan Exhibit A and such Credit Party is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if such Loan Credit Party is not so qualified, the such Credit Party may cure any such failure to be qualified without losing any of its rights, incurring any liens or in good standing would not have a Material Adverse Effect material penalties, or otherwise affect affecting Lender’s rights in any material respectrights. Each Loan Credit Party has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement, the Loan Other Agreements and the Acquisition Documents and perform its obligations hereunder and thereunder. Each Loan Credit Party’s execution, delivery and performance of this Agreement, the Loan Other Agreements and the Acquisition Documents does not conflict with the provisions of the organizational documents of such Loan Credit Party, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on such Loan Party, Credit Party except for conflicts with agreements, contracts or other documents which would not have a Material Adverse EffectEffect on such Credit Party, and each Loan Credit Party’s execution, delivery and performance of this Agreement, the Loan Other Agreements and the Acquisition Documents shall not result in the imposition of any lien or other encumbrance (other than the Permitted Liens) upon any of such Loan Credit Party’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which such Loan Credit Party or any of its property may be bound or affected. If a Loan Party is a partnership or limited liability company, such Loan Party has not expressly elected to have its equity interests treated as “Securities” under and as defined in Article 8 of the Uniform Commercial Code.

Organization, Authority and No Conflict. Each Except as otherwise permitted by Section 13.4, each Loan Party is an entity of the type set forth as specified on Schedule 9.0611.6, is duly organized, validly existing and in good standing under the laws of in the jurisdiction of its incorporationspecified on Schedule 11.6, organization or formation. Each Loan Party’s jurisdiction of incorporation, organization or formation, federal employer has the state organizational identification number and organization identification number are correctly set forth as specified on Schedule 9.06. Each Loan Party 11.6 and is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if such Loan Party is not so qualified, the such Loan Party may cure any such failure to be qualified without losing any of its rights, incurring any liens or in good standing would not have a Material Adverse Effect material penalties, or otherwise affect affecting Lender’s rights in any material respectrights. Each Loan Party has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the other Loan Documents and perform its obligations hereunder and thereunder. Each Loan Party’s execution, delivery and performance of this Agreement and the other Loan Documents does not conflict with (a) the provisions of the its organizational documents of such Loan Partydocuments, (b) any statute, regulation, ordinance or rule of lawlaw applicable to such Loan Party or its business, or (c) any agreement, contract or other document which is binding on such Loan Party, except for conflicts with agreements, contracts or other documents which would could not reasonably be expected to have a Material Adverse Effect, and each Loan Party’s execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party shall not result in the imposition of any lien or other encumbrance upon any of such Loan Party’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which such Loan Party or any of its property may be bound or affected. If a Loan Party is a partnership or limited liability company, such Loan Party has not shall have expressly elected to have its equity interests treated as “Securities” under and as defined in Article 8 of the Uniform Commercial CodeCode of its jurisdiction of organization; provided that, each of the Excluded Domestic Subsidiaries that is a limited liability company shall not have (x) expressly elected to have its equity interests treated as “Securities” under and as defined in Article 8 of the Uniform Commercial Code of its jurisdiction of organization or (y) evidenced such equity interests by certificates.

Organization, Authority and No Conflict. Each Loan Party is an entity of the type set forth on Schedule 9.0611.6, duly organized, validly existing and in good standing under the laws in its state of the jurisdiction of its incorporation, incorporation or organization or formation. Each Loan Party’s jurisdiction of incorporation, organization or formation, federal employer identification number and organization identification number are correctly set forth on Schedule 9.06. Each Loan Party 11.6, its state organizational identification number is set forth on Schedule 11.6, and is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if such Loan Party is not so qualified, the such Loan Party may cure any such failure to be qualified without losing any of its rights, incurring any liens or in good standing would not have a Material Adverse Effect material penalties, or otherwise affect affecting Administrative Agent's or any Lender’s rights in any material respect's rights. Each Loan Party has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the other Loan Documents to which it is a party and perform its obligations hereunder and thereunder. Each Loan Party’s 's execution, delivery and performance of this Agreement and the other Loan Documents does not conflict with the provisions of the organizational documents of such Loan Party, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on such Loan Party, except for conflicts with agreements, contracts or other documents which would not reasonably be expected to have a Material Adverse Effect, and each such Loan Party’s 's execution, delivery and performance of this Agreement and the other Loan Documents shall not result in the imposition of any lien or other encumbrance upon any of such Loan Party’s 's property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which such Loan Party or any of its property may be bound or affected. If a Loan Party is a partnership or limited liability company, such Loan Party has not expressly elected to have its equity interests treated as “Securities” under and as defined in Article 8 of the Uniform Commercial Code.

Organization, Authority and No Conflict. Each Loan Credit Party is an entity of the type set forth on Schedule 9.06, a duly organized, validly existing and in good standing under the laws in its state of the jurisdiction of its incorporation, organization or formation. Each Loan Party’s jurisdiction of incorporation, organization or formation, federal employer its state organizational identification number and organization identification number are correctly is as set forth on Schedule 9.06. Each Loan Exhibit A and such Credit Party is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if such Loan Credit Party is not so qualified, the such Credit Party may cure any such failure to be qualified without losing any of its rights, incurring any liens or in good standing would not have a Material Adverse Effect material penalties, or otherwise affect affecting Lender’s rights in any material respectrights. Each Loan Credit Party has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement, the Loan Other Agreements and the Acquisition Documents and perform its obligations hereunder and thereunder. Each Loan Credit Party’s execution, delivery and performance of this Agreement, the Loan Other Agreements and the Acquisition Documents does not conflict with the provisions of the organizational documents of such Loan Credit Party, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on such Loan Party, Credit Party except for conflicts with agreements, contracts or other documents which would not have a Material Adverse EffectEffect on Credit Party, and each Loan Credit Party’s execution, delivery and performance of this Agreement, the Loan Other Agreements and the Acquisition Documents shall not result in the imposition of any lien or other encumbrance (other than the Permitted Liens) upon any of such Loan Credit Party’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which such Loan Credit Party or any of its property may be bound or affected. If a Loan Party is a partnership or limited liability company, such Loan Party has not expressly elected to have its equity interests treated as “Securities” under and as defined in Article 8 of the Uniform Commercial Code.

Organization, Authority and No Conflict. Each Loan Credit Party is an entity of the type set forth on Schedule 9.06a corporation or limited liability company, duly organized, validly existing and in good standing under in the laws state of its organization, its state organizational identification number is as identified on Schedule 11.06 of the jurisdiction of its incorporation, organization or formation. Each Loan Party’s jurisdiction of incorporation, organization or formation, federal employer identification number Disclosure Statement and organization identification number are correctly set forth on Schedule 9.06. Each Loan such Credit Party is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if such Loan Credit Party is not so qualified, the such Credit Party may cure any such failure to be qualified without losing any of its rights, incurring any Liens or in good standing would not have a Material Adverse Effect material penalties, or otherwise affect affecting Lender’s rights in any material respectrights. Each Loan Credit Party has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Loan Documents Other Agreements and perform its obligations hereunder and thereunder. Each Loan Credit Party’s execution, delivery and performance of this Agreement and the Loan Documents Other Agreements does not conflict with the provisions of the organizational documents of such Loan Credit Party, any statute, regulation, ordinance or rule of law, or any material agreement, contract or other document which may now or hereafter be binding on such Loan Credit Party, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect, and each Loan Credit Party’s execution, delivery and performance of this Agreement and the Loan Documents Other Agreements shall not result in the imposition of any lien or other encumbrance Lien upon any of such Loan Credit Party’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which such Loan Credit Party or any of its property may be bound or affected. If a Loan With respect to any Credit Party that is a partnership or limited liability company, such Loan Credit Party has not expressly elected to have its equity interests Equity Interests treated as “Securities” under and as defined in Article 8 of the applicable Uniform Commercial Code, unless such Credit Party has certificated such Equity Interests and has delivered such certificates for possession by Agent pursuant to Section 6.03 hereof.

Organization, Authority and No Conflict. Continental is a limited liability company, duly organized, validly existing and in good standing in the State of Delaware, its state organizational identification number is 00-0000000. Glit/Gemtex is a corporation, duly organized, validly existing and in good standing (or the local law equivalent) in the Province of Ontario and its organization identification number (or local equivalent) is 896694163. Nova Scotia is a company, duly organized, validly existing and in good standing (or the local law equivalent) in the Province of Nova Scotia and its organization identification number (or local equivalent) is 814583001. Each other Loan Party is an entity of the type set forth on Schedule 9.06, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation. Each Loan Party’s jurisdiction of incorporation, organization or formation, federal employer identification number and organization identification number are correctly set forth on Schedule 9.06. Each each Loan Party is duly qualified and in good standing in all states or provinces where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if such Loan Party is not so qualified, the failure to be qualified or in good standing absence of such qualification would not reasonably be expected to have a Material Adverse Effect or otherwise affect Lender’s rights in any material respectEffect. Each Borrower and each other Loan Party has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the other Loan Documents and perform its obligations hereunder and thereunder. Each Borrower’s and each other Loan Party’s execution, delivery and performance of this Agreement and the other Loan Documents does not conflict with the provisions of the organizational documents of such any Borrower or any other Loan Party, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on such any Borrower or any other Loan Party, except for conflicts with any statute, regulation, ordinance or rule of law, or agreements, contracts or other documents which would not have a Material Adverse EffectEffect on such Borrower or such other Loan Party, and each Borrower’s and each other Loan Party’s execution, delivery and performance of this Agreement and the other Loan Documents shall not result in the imposition of any lien or other encumbrance upon any of such Borrower’s or such other Loan Party’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which such Borrower or such Loan Party or any of its property their respective properties may be bound or affectedaffected which would reasonably be expected to have a Material Adverse Effect on such Borrower or such other Loan Party. If a any Borrower or any other Loan Party is a partnership or limited liability company, such Borrower or such other Loan Party has not expressly elected to have its equity interests treated as “Securities” under and as defined in Article 8 of the New York Uniform Commercial Code.

Organization, Authority and No Conflict. Each Loan Party is an entity of the type set forth on Schedule 9.06, a corporation or limited liability company duly organized, validly existing and in good standing under the laws (or similar standing as defined in such jurisdiction) in its state of the jurisdiction of its incorporation, organization or formation. Each Loan Party’s jurisdiction of incorporation, organization incorporation or formation, federal employer as the case may be, its state organizational identification number is listed on Part I of Schedule 11(f) hereto and organization identification number are correctly set forth on Schedule 9.06. Each such Loan Party is duly qualified and in good standing in all states jurisdictions where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary ornecessary, if such Loan Party is not so qualified, except where the failure to be qualified or in good standing so qualify would not have a Material Adverse Effect or otherwise affect Lender’s rights Effect. Part II of Schedule 11(f) accurately lists each jurisdiction in any material respectwhich each Loan Party is in good standing and/or duly qualified as a foreign corporation as of the Closing Date. Each Loan Party has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Loan Documents Other Agreements and perform its obligations hereunder and thereunder. Each Loan Party’s execution, delivery and performance of this Agreement and the Loan Documents Other Agreements does not conflict with the provisions of the organizational documents of such Loan Party, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on such Loan Party, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect, and each Loan Party’s execution, delivery and performance of this Agreement and the Loan Documents Other Agreements shall not result in the imposition of any lien or other encumbrance upon any of such Loan Party’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which such Loan Party or any of its property may be bound or affected. If a Loan Party is a partnership or limited liability company, such Loan Party has not expressly elected to have its equity interests treated as “Securities” under and as defined in Article 8 of the Uniform Commercial Code.

Organization, Authority and No Conflict. Each Loan Party The Borrower is an entity of the type set forth on Schedule 9.06a limited liability company, duly organized, validly existing and in good standing under in the laws State of the jurisdiction of Delaware and its incorporation, organization or formation. Each Loan Party’s jurisdiction of incorporation, organization or formation, federal employer state organizational identification number is 5279048. Lazarus is a limited liability company, duly organized, validly existing and organization in good standing in the State of Delaware and its organizational identification number are correctly set forth on Schedule 9.06is 4108611. Blue Dolphin is a corporation, duly organized, validly existing and in good standing in the State of Delaware and its organizational identification number is 2081487. LR&M is a limited liability company, duly organized, validly existing and in good standing in the State of Delaware and its organizational identification number is 4169296. Each Loan Party is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if such Loan Party is not so qualified, the such Loan Party may cure any such failure to be qualified without losing any of its rights, incurring any liens or in good standing would not have a Material Adverse Effect material penalties, or otherwise affect affecting Lender’s rights in any material respect's rights. Each Loan Party has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the other Loan Documents and perform its obligations hereunder and thereunder. Each Loan Party’s execution, delivery and performance of this Agreement and the other Loan Documents does not conflict with the provisions of the organizational documents of such Loan Party, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on such Loan Party, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect, and each such Loan Party’s execution, delivery and performance of this Agreement and the other Loan Documents shall not result in the imposition of any lien or other encumbrance upon any of such Loan Party’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which such Loan Party or any of its property may be bound or affected. If a Loan Party is a partnership or limited liability company, such Loan Party has not expressly elected to have its equity interests Equity Interests treated as “Securities” under and as defined in Article 8 of the Uniform Commercial Code.