Common use of Organization, etc Clause in Contracts

Organization, etc. Each Obligor is validly organized and existing and in good standing under the laws of the state or jurisdiction of its incorporation or organization, is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business requires such qualification, except for such jurisdictions where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect, and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under each Loan Document to which it is a party, to own and hold under lease its property and to conduct its business substantially as currently conducted by it, except for those licenses, permits or other approvals, the absence of which could not reasonably be expected to have a Material Adverse Effect.

Organization, etc. Each Obligor is validly organized and existing and in good standing under the laws of the state or jurisdiction of its incorporation or organization, is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business requires such qualification, except for such jurisdictions where qualification (unless the failure to be in good standing and/or so qualify qualified could not reasonably be expected to have a Material Adverse Effect), and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under each Loan Document to which it is a party, to own and hold under lease its property and to conduct its business substantially as currently conducted by it, except for those licenses, permits or other approvals, the absence of which could not reasonably be expected to have a Material Adverse Effect.

Organization, etc. Each Obligor The Borrower and each of its Subsidiaries is (a) validly organized and existing and in good standing under the laws of the state or jurisdiction of its incorporation or organization, is and (b) duly qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business requires such qualification, except for such jurisdictions where the failure to so qualify could would not reasonably be expected to have result in a Material Adverse Effect, and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under this Agreement and each other Loan Document to which it is a party, party and to own and hold under lease its property and to conduct its business substantially as currently conducted by it, it except for those where the failure to hold such licenses, permits or and other approvals, the absence of which could approvals would not reasonably be expected to have result in a Material Adverse Effect.

Organization, etc. Each Obligor is validly organized and existing and in good standing (to the extent applicable) under the laws of the state or jurisdiction of its incorporation or organization, is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business requires such qualification, except for such jurisdictions where the failure to be so qualify qualified could not reasonably be expected to have a Material Adverse Effect, and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under each Loan Document to which it is a party, to own and hold under lease its property and to conduct its business substantially as currently conducted by it, except for those licenses, permits or other approvals, where the absence of which failure to do so could not reasonably be expected to have a Material Adverse Effect.

Organization, etc. Each Obligor is validly organized and existing and in good standing under the laws of the state or jurisdiction of its incorporation or organization, is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business requires such qualification, qualification (except for such jurisdictions where the failure to do so qualify could not reasonably be expected to have a Material Adverse Effect), and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under each Loan Document to which it is a party, party and to own and hold under lease its property and to conduct its business substantially as currently conducted by it, it (except for those licenses, permits or other approvals, the absence of which where failure to do so could not reasonably be expected to have a Material Adverse Effect).

Organization, etc. Each Obligor is validly organized and existing and in good standing under the laws of the state or jurisdiction of its incorporation or organization, is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business requires such qualification, except for such jurisdictions where to the extent that the failure to so qualify could not reasonably be expected to have a Material Adverse Effect, and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under each Loan Document to which it is a party, to own and hold under lease its property and to conduct its business substantially as currently conducted by it, except for those where the failure to have such power and authority or hold such licenses, permits or other approvals, the absence of which approvals could not reasonably be expected to have a Material Adverse Effect.

Organization, etc. Each Obligor is validly organized and existing and in good standing under the laws of the state or jurisdiction of its incorporation or organization, is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business requires such qualification, qualification (except for such jurisdictions where the failure to so qualify could not reasonably be expected to would not, individually or in the aggregate, have a Material Adverse Effect), and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under each Loan Document to which it is a party, to own and hold under lease its property and to conduct its business substantially as currently conducted by it, except for those licenses, permits or other approvals, the absence of which could not reasonably be expected to have a Material Adverse Effect.

Organization, etc. Each Such Borrower and each other Obligor is validly organized and existing and in good standing or has active status under the laws of the state or jurisdiction of its incorporation or organization, is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business requires such qualification, except for such jurisdictions where and, upon the failure to so qualify could not reasonably be expected to have a Material Adverse Effectentry of the Confirmation Order, and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under each Loan Document to which it is a party, to own and hold under lease its property and to conduct its business substantially as currently conducted by it, except for those where the failure to be so qualified or in good standing or to have such power or authority as to licenses, permits or other approvals, the absence of which could approvals would not be reasonably be expected to have cause a Material Adverse EffectChange.

Organization, etc. Each Obligor The Parent and each Subsidiary (i) is validly organized and existing and in good standing under the laws of the state or jurisdiction of its incorporation or organization, (ii) is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business requires such qualification, except for such jurisdictions where the failure to be so qualify qualified or in good standing could not reasonably be expected to have a Material Adverse Effect, and (iii) has full organizational power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under each Loan Document to which it is a party, to own and hold under lease its property and to conduct its business substantially as currently conducted by itit and (iv) is not subject to any contractual restrictions on payments to, except for those licenses, permits or other approvalsguarantees of Indebtedness of, the absence of which could not reasonably be expected to have a Material Adverse EffectParent or the Borrower except as otherwise expressly permitted hereunder.

Organization, etc. Each Obligor of the Borrowers and each of their respective Subsidiaries is validly organized and existing and in good standing under the laws of the state or jurisdiction of its incorporation or organization, is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business requires such qualification, qualification (except for such jurisdictions where the failure to be so qualify qualified and in good standing as a foreign entity could not reasonably be expected to have a Material Adverse Effect), and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under each Loan Document to which it is a partyparty (except for failures to hold such governmental licenses, permits and other approvals which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect) and to own and hold under lease its material property and to conduct its business substantially as currently conducted by it, except for those licenses, permits or other approvals, the absence of which could not reasonably be expected to have a Material Adverse Effect.

Organization, etc. Each Obligor Borrower and each ----------------- of its Subsidiaries is a corporation validly organized and existing and in good standing under the laws of the state or jurisdiction State of its incorporation or organizationincorporation, is duly qualified to do business and is in good standing as a foreign entity corporation in each jurisdiction where the nature of its business requires such qualification, except for such jurisdictions where the failure to be so qualify qualified could not reasonably be expected to have a Material Adverse Effect, and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under this Agreement, the Notes and each other Loan Document to which it is a party, party and to own and hold under lease its property and to conduct its business substantially as currently conducted by it, except for those where the failure to hold such governmental licenses, permits or other approvals, the absence of which and approvals could not reasonably be expected to have a Material Adverse Effect.

Organization, etc. Each Obligor The Borrower and each of its Subsidiaries is validly organized and existing and in good standing under the laws of the state or jurisdiction of its incorporation or organization, is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business requires such qualification, except for such jurisdictions where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect, and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under each Loan Document to which it is a party, to own and hold under lease its property and to conduct its business substantially as currently conducted by it, except for those licenses, permits or other approvals, the absence of which could not reasonably be expected to have a Material Adverse Effect.

Organization, etc. Each Obligor The Borrower and each of its ----------------- Subsidiaries is a corporation validly organized and existing and in good standing under the laws of the state or jurisdiction State of its incorporation or organizationincorporation, is duly qualified to do business and is in good standing as a foreign entity corporation in each jurisdiction where the nature of its business requires such qualification, except for such jurisdictions where the failure to be so qualify could qualified would not reasonably be likely to be expected to have a Material Adverse Effect, and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under this Agreement, the Notes and each other Loan Document to which it is a party, party and to own and hold under lease its property and to conduct its business substantially as currently conducted by it, except for those where the failure to hold such governmental licenses, permits or other approvals, the absence of which could and approvals would not reasonably be likely to be expected to have a Material Adverse Effect.

Organization, etc. Each Such Borrower and each other Obligor is validly organized and existing and in good standing or has active status under the laws of the state or jurisdiction of its incorporation or organization, is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business requires such qualification, except for such jurisdictions where and, upon the failure to so qualify could not reasonably be expected to have a Material Adverse Effectentry of the Financing Order, and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under each Loan Document to which it is a party, to own and hold under lease its property and to conduct its business substantially as currently conducted by it, except for those where the failure to be so qualified or in good standing or to have such power or authority as to licenses, permits or other approvals, the absence of which could approvals would not be reasonably be expected to have a Material Adverse Effect.

Organization, etc. Each Obligor of the Borrower and its Subsidiaries is a corporation validly organized and existing and in good standing under the laws of the state or jurisdiction of its incorporation or organization, is duly qualified to do business and is in good standing as a foreign entity corporation in each jurisdiction where the nature of its business requires such qualification, except for such jurisdictions where the failure to be so qualify qualified could not reasonably be expected to have a Material Adverse Effect, and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under this Agreement, the Notes and each other Loan Document to which it is a party, party and to own and hold under lease its property (including the Licenses), to operate Network in the areas set forth on Schedule III and to conduct its business substantially as currently conducted by it, except for those where the failure to hold such governmental licenses, permits or other approvals, the absence of which and approvals could not reasonably be expected to have a Material Adverse Effect.

Organization, etc. Each Obligor is validly organized and existing and in good standing under the laws of the state or jurisdiction of its incorporation or organization, is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business requires such qualification, except for such jurisdictions where the failure to be so qualify qualified or in good standing could not reasonably be expected to have a Material Adverse Effect, and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under each Loan Document to which it is a party, to own and hold under lease its property and to conduct its business substantially as currently conducted by it, except for those licenses, permits or other approvals, the absence of which could not reasonably be expected to have a Material Adverse Effect.

Organization, etc. Each Obligor of the Borrower and the Co-Borrowers is validly organized and existing and in good standing under the laws of the state or jurisdiction of its incorporation or organization, is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business requires such qualification, except for such jurisdictions where the failure to be so qualify qualified could not reasonably be expected to have a Material Adverse Effect, and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under this Agreement and each other Loan Document to which it is a party, party and to own and hold under lease its property property, and to conduct its business substantially as currently conducted by it, except for those where the failure to hold such governmental licenses, permits or other approvals, the absence of which and approvals could not reasonably be expected to have a Material Adverse Effect.

Organization, etc. Each Obligor Borrower and each of its Subsidiaries is a corporation validly organized and existing and in good standing under the laws of the state or jurisdiction State of its incorporation or organizationincorporation, is duly qualified to do business and is in good standing as a foreign entity corporation in each jurisdiction where the nature of its business requires such qualification, except for such jurisdictions where the failure to be so qualify qualified could not reasonably be expected to have a Material Adverse Effect, and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under this Agreement, the Notes and each other Loan Document to which it is a party, party and to own and hold under lease its property and to conduct its business substantially as currently conducted by it, except for those where the failure to hold such governmental licenses, permits or other approvals, the absence of which and approvals could not reasonably be expected to have a Material Adverse Effect.

Organization, etc. Each Obligor Holdings, Intermediate Holdings, each Borrower and each of the Restricted Subsidiaries is validly organized and existing and in good standing under the laws of the state or jurisdiction of its incorporation or organization, is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business requires such qualification, except for such jurisdictions where the failure to be so qualify qualified could not reasonably be expected to have a Material Adverse Effect, Effect and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under each Loan Document to which it is a party, party and to own and hold under lease its property and to conduct its business substantially as currently conducted by it, except for those such licenses, permits or other approvals, and approvals the absence failure of which to have could not reasonably be expected to have a Material Adverse Effect.

Organization, etc. Each Obligor The Borrower and each of its Subsidiaries is validly organized and existing and in good standing under the laws of the state or jurisdiction of its incorporation or organization, is duly qualified to do business and is in good standing as a foreign entity Person in each jurisdiction where the nature of its business requires such qualification, except for such jurisdictions where the failure to be so qualify qualified could not reasonably be expected to have a Material Adverse Effect, and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under this Agreement, the Notes and each other Loan Document to which it is a party, party and to own and hold under lease its property and to conduct its business substantially as currently conducted by it, except for those where the failure to hold such governmental licenses, permits or other approvals, the absence of which and approvals could not reasonably be expected to have a Material Adverse Effect.

Organization, etc. Each Obligor Borrower and each of its Material ----------------- Subsidiaries (a) is a corporation or partnership validly organized and existing and in good standing under the laws of the state or jurisdiction State of its incorporation or organizationformation, as the case may be, and (b) is duly qualified to do business and is in good standing as a foreign entity corporation or partnership in each jurisdiction where the nature of its business requires such qualification, except for such jurisdictions where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect, and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under each Loan Document to which it is a party, party and to own and hold under lease its property and to conduct its business substantially as currently conducted by it, except for those where the failure to be so qualified or hold such licenses, permits or other and approvals, singly or in the absence of which aggregate, could not reasonably be expected to have a any Material Adverse Effect.