Common use of Organization; Powers Clause in Contracts

Organization; Powers. The Company and each of the Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 44 contracts

Samples: Revolving Credit Agreement (CDK Global, Inc.), Credit Agreement (Automatic Data Processing Inc), Credit Agreement (Automatic Data Processing Inc)

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Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 28 contracts

Samples: Credit Agreement (Matrix Service Co), Credit Agreement (1 800 Flowers Com Inc), Credit Agreement (Eaton Vance Corp)

Organization; Powers. The Each of the Company and each of the its Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 27 contracts

Samples: Interim Loan Agreement (Moodys Corp /De/), Term Loan Credit Agreement (Dun & Bradstreet Corp/Nw), Assumption Agreement (Dun & Bradstreet Corp/Nw)

Organization; Powers. The Each of the Company and each of the Material Subsidiaries is duly organized, validly existing and in good standing (to the extent such concept is applicable) under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business inbusiness, and is in good standing in(to the extent such concepts are applicable), in every jurisdiction where such qualification is required.

Appears in 14 contracts

Samples: Subsidiary Guarantee Agreement (Molson Coors Brewing Co), Term Loan Agreement (Molson Coors Brewing Co), Credit Agreement (Molson Coors Brewing Co)

Organization; Powers. The Company It and each of the Material its Restricted Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 10 contracts

Samples: Credit Agreement (NuStar Energy L.P.), Year Revolving Credit Agreement (NuStar Energy L.P.), Year Revolving Credit Agreement (NuStar GP Holdings, LLC)

Organization; Powers. The Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 8 contracts

Samples: Credit Agreement (Global Payments Inc), Term Loan Agreement (Global Payments Inc), Term Loan Agreement (Global Payments Inc)

Organization; Powers. The Each of the Company and each of the Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 7 contracts

Samples: Credit Agreement (Crane Co /De/), Credit Agreement (Crane Co /De/), Credit Agreement (Valmont Industries Inc)

Organization; Powers. The Each Company and each of the Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite the power and authority to carry on its business as now conducted and, except where the failure to do be so, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 7 contracts

Samples: Credit and Guarantee Agreement (H&r Block Inc), Credit and Guarantee Agreement (H&r Block Inc), Credit and Guarantee Agreement (H&r Block Inc)

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, in each case except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Appears in 6 contracts

Samples: Assignment and Assumption (Yum Brands Inc), Credit Agreement (Yum Brands Inc), Credit Agreement (Yum Brands Inc)

Organization; Powers. The Company Each of the Borrowers and each of the Material Subsidiaries Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business in all material respects as now conducted and, except where the failure to do so, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 5 contracts

Samples: Credit Agreement (Domtar CORP), Credit Agreement (Domtar CORP), Credit Agreement (Domtar CORP)

Organization; Powers. The Company and each of the Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, and except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business inbusiness, and is in good standing instanding, in every jurisdiction where such qualification is required.

Appears in 4 contracts

Samples: Agreement (Albany International Corp /De/), Credit Facility Agreement (Albany International Corp /De/), Credit Facility Agreement (Albany International Corp /De/)

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization and has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) is qualified to do business in, in and (b) is in good standing in, every jurisdiction where such qualification is required.

Appears in 3 contracts

Samples: Year Revolving Credit Agreement (Fortune Brands Inc), Fortune Brands Inc, Fortune Brands Inc

Organization; Powers. The Company and each Each of the Material Subsidiaries Companies is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 3 contracts

Samples: Credit Agreement (Altair Engineering Inc.), Assignment and Assumption (Altair Engineering Inc.), Assignment and Assumption (Altair Engineering Inc.)

Organization; Powers. The Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 3 contracts

Samples: Restructuring Agreement (Memc Electronic Materials Inc), Recapitalization Agreement (Diamond Triumph Auto Glass Inc), Restructuring Agreement (Memc Electronic Materials Inc)

Organization; Powers. The Each of the Company and each of the Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary and the jurisdiction of its incorporation or organization, as the case may be.

Appears in 3 contracts

Samples: Credit Agreement (Crane Co /De/), Credit Agreement (Crane Co /De/), Borrowing Subsidiary Agreement (Crane Co /De/)

Organization; Powers. The Company and each of the Material its Significant Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 3 contracts

Samples: Credit Agreement (Xl Group PLC), Credit Agreement (Xl Group PLC), Credit Agreement (Xl Group PLC)

Organization; Powers. The Each of the Company and each of the Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to own or lease and operate its properties and assets and to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 3 contracts

Samples: Credit Agreement (Labone Inc/), Credit Agreement (Labone Inc/), Credit Agreement (Labone Inc/)

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to own or lease its properties and to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 3 contracts

Samples: Credit and Term Loan Agreement (Gramercy Property Trust), Term Loan Agreement (Gramercy Property Trust), Term Loan Agreement (GPT Operating Partnership LP)

Organization; Powers. The Company and each of the Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business inbusiness, and is in good standing instanding, in every jurisdiction where such qualification is required.

Appears in 3 contracts

Samples: Credit Facility Agreement (Albany International Corp /De/), Credit Facility Agreement (Albany International Corp /De/), Borrowing Subsidiary Agreement (Albany International Corp /De/)

Organization; Powers. The Company and each of the its Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectChange, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 3 contracts

Samples: Credit Agreement (Metlife Inc), Day Credit Agreement (Metlife Inc), 364 Day Credit Agreement (Metlife Inc)

Organization; Powers. The Each of the Company and each of the Material its Significant Subsidiaries is duly organized, validly existing and in good standing (to the extent such concept is recognized in the jurisdiction of organization thereof) under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 3 contracts

Samples: Five Year Credit Agreement (Brown Forman Corp), Credit Agreement (Brown Forman Corp), Five Year Credit Agreement (Brown Forman Corp)

Organization; Powers. The Company and each of the Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted andBusiness, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 3 contracts

Samples: Recapitalization Agreement (Virgin America Inc.), Recapitalization Agreement (Virgin America Inc.), Recapitalization Agreement (Virgin America Inc.)

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries (other than any Excluded Subsidiaries) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 2 contracts

Samples: Credit Agreement (Imc Global Inc), Credit Agreement (Imc Global Inc)

Organization; Powers. The Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing standing, where relevant, under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 2 contracts

Samples: Credit Agreement (Global Payments Inc), Credit Agreement (Global Payments Inc)

Organization; Powers. The Each of the Company and each of the Material its -------------------- Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 2 contracts

Samples: Credit Agreement (Griffon Corp), Credit Agreement (Griffon Corp)

Organization; Powers. The Company and Except as set forth on Schedule 3.01, each of the Material Company and the Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 2 contracts

Samples: Credit Agreement (Great Atlantic & Pacific Tea Co Inc), Credit Agreement (Great Atlantic & Pacific Tea Co Inc)

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectChange, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 2 contracts

Samples: Credit Agreement (Georgia Gulf Corp /De/), Credit Agreement (Georgia Gulf Corp /De/)

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing (to the extent such concept is recognized in the jurisdiction of organization thereof) under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could would not reasonably be expected materially likely to result in have a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 2 contracts

Samples: Credit Agreement (Agilent Technologies Inc), Credit Agreement (Agilent Technologies Inc)

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted andBusiness, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 2 contracts

Samples: Recapitalization Agreement (Spirit Airlines, Inc.), Recapitalization Agreement (Oaktree Capital Management Lp)

Organization; Powers. The Company and each Each of the Material Company, the --------------------- Borrowers and their Restricted Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 1 contract

Samples: Credit Agreement (RCN Corp /De/)

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and (to the extent such concept is applicable) in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 1 contract

Samples: Credit Agreement (Hurco Companies Inc)

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Organization; Powers. The Each of the Company and each of the Material its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationrespective organization, (b) has all requisite power and authority to carry on its business as now conducted and, in which it is engaged and presently proposes to engage and (c) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Nuco2 Inc /Fl)

Organization; Powers. The Each of the Company and each of the Material Subsidiaries is duly organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent applicable) in, every jurisdiction where such qualification is required.

Appears in 1 contract

Samples: Credit Agreement (Valmont Industries Inc)

Organization; Powers. The Each of the Company and each of the its Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not CREDIT AGREEMENT reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 1 contract

Samples: Credit Agreement (Murphy Oil Corp /De)

Organization; Powers. The Each of the Company and each of the Material its Significant Subsidiaries is duly incorporated or organized, as applicable, validly existing and and, to the extent applicable, in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, to the extent applicable, is in good standing in, every jurisdiction where such qualification is required, except in each case (other than being validly existing) where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 1 contract

Samples: Bridge Credit Agreement (AerCap Holdings N.V.)

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 1 contract

Samples: Credit Agreement (Oakley Inc)

Organization; Powers. The Each of the Company and each of the Material its -------------------- Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted (after giving effect to the Transactions) and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.. 173

Appears in 1 contract

Samples: Bridge Financing Agreement (Citation Corp /Al/)

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do sobe so qualified, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, the jurisdiction of its organization and every other jurisdiction where such qualification is required.

Appears in 1 contract

Samples: Credit Agreement (Chicago Bridge & Iron Co N V)

Organization; Powers. The Each of the Company and each of the its Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and as proposed to be conducted on or after the Spin-off Date and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 1 contract

Samples: Credit Agreement (Moodys Corp /De/)

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organizedorganized or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 1 contract

Samples: Saia Inc

Organization; Powers. The Each of the Company and each of the its Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good 48 standing in, every jurisdiction where such qualification is required.

Appears in 1 contract

Samples: Assumption Agreement (New D&b Corp)

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 1 contract

Samples: Wki Holding Co Inc

Organization; Powers. The Company and each of the Material Subsidiaries is duly organized, -------------------- validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such that qualification is required.

Appears in 1 contract

Samples: Credit Agreement (Santa Fe Gaming Corp)

Organization; Powers. The Each of the Company and each of the its Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and as proposed to be conducted on or after the Spin-off Date, and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 1 contract

Samples: Assumption Agreement (Moodys Corp /De/)

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is -------------------- duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 1 contract

Samples: Indenture (Wki Holding Co Inc)

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and as proposed to be conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 1 contract

Samples: Credit Agreement (CHG Healthcare Services, Inc.)

Organization; Powers. The Each of the Company and each of the Material its --------------------- Subsidiaries is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do sobe so qualified, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, the jurisdiction of its organization and every other jurisdiction where such qualification is required.

Appears in 1 contract

Samples: Credit Agreement (Chicago Bridge & Iron Co N V)

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 1 contract

Samples: Credit Agreement (Select Comfort Corp)

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is requiredin which failure to be so qualified and in good standing could have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Advo Inc)

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to own or lease its properties and to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. SECTION 3.02.

Appears in 1 contract

Samples: Term Loan Agreement

Organization; Powers. The Each of the Company and each of the Material its Subsidiaries is duly organized, validly existing and in good standing (to the extent such concept is recognized in the jurisdiction of organization thereof) under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could would not reasonably be expected materially likely to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Appears in 1 contract

Samples: Year Credit Agreement (Agilent Technologies Inc)

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