Common use of Organization; Requisite Power and Authority; Qualification Clause in Contracts

Organization; Requisite Power and Authority; Qualification. Each of the Company and its Subsidiaries (i) is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization as identified in Schedule 4(b), (ii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, and the Company has all requisite power and authority to enter into this Agreement and, upon entry by the Bankruptcy Court of the ECA Order, will have all requisite power and authority to carry out the transactions contemplated hereby, and (iii) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

Appears in 2 contracts

Samples: Registration Rights Agreement (Tronox Inc), Equity Commitment Agreement

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Organization; Requisite Power and Authority; Qualification. Each of the Company Parent and its Material Subsidiaries (ia) is duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of organization as identified in Schedule 4(b4.1, except to the extent such schedules are modified by the consummation of any transaction permitted under Section 6.8(a), (iii) or (m), (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, and the Company has all requisite power and authority to enter into this Agreement and, upon entry by the Bankruptcy Court of the ECA Order, will have all requisite power Credit Documents to which it is a party and authority to carry out the transactions contemplated herebythereby, and (iiic) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Property Material Adverse Effect.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Gramercy Property Trust Inc.), Credit and Guaranty Agreement (Gramercy Property Trust Inc.)

Organization; Requisite Power and Authority; Qualification. Each of the Company Borrower and its Subsidiaries Holdings (i) is duly organizedorganized or formed, validly existing and in good standing under the Laws laws of its jurisdiction the State of organization as identified in Schedule 4(b)Delaware, (ii) has all requisite power and authority to own and operate its propertiesProperties, to carry on its business as now conducted and as proposed to be conductedconducted except where such failure has not had, and the Company could not reasonably be expected to have, a Material Adverse Effect, (iii) has all requisite power and authority to enter into this Agreement and, upon entry by the Bankruptcy Court of the ECA Order, will have all requisite power Loan Documents to which it is a party and authority to carry out the transactions contemplated hereby, thereby and (iiiiv) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Calumet Specialty Products Partners, L.P.)

Organization; Requisite Power and Authority; Qualification. Each of the Company Holdings and its Subsidiaries (ia) is duly organized, validly existing and in good standing (or the non-U.S. equivalent thereof) under the Laws laws of its jurisdiction of organization as identified in Schedule 4(b)4.1, (iib) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, and the Company has all requisite power and authority to enter into this Agreement and, upon entry by the Bankruptcy Court of the ECA Order, will have all requisite power Credit Documents to which it is a party and authority to carry out the transactions contemplated herebythereby and, in the case of Borrower, to make the borrowings hereunder, and (iiic) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Proliance International, Inc.)

Organization; Requisite Power and Authority; Qualification. Each of the Company Holdings and its Subsidiaries (ia) is duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of organization as identified in Schedule 4(b)SCHEDULE 4.1, (iib) has all requisite power and authority to CREDIT AND GUARXXXX XXXXXXXXX 000000-Xxx Xxxx Xxxver 7A 51 own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, and the Company has all requisite power and authority to enter into this Agreement and, upon entry by the Bankruptcy Court of the ECA Order, will have all requisite power Credit Documents to which it is a party and authority to carry out the transactions contemplated herebythereby, and (iiic) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Network Plus Corp)

Organization; Requisite Power and Authority; Qualification. Each of Holdings, the Company Borrower and its Subsidiaries (ia) is duly organized, validly existing existing, and in good standing under the Laws laws of its jurisdiction of organization as identified in Schedule 4(b)4.1, (iib) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, and the Company has all requisite power and authority to enter into this Agreement and, upon entry by the Bankruptcy Court of the ECA Order, will have all requisite power Loan Documents to which it is a party and authority to carry out the transactions contemplated herebythereby and, in the case of Borrower, to make the borrowings hereunder, and (iiic) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except except, in the case of this clause (c), in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Franchise Group, Inc.)

Organization; Requisite Power and Authority; Qualification. Each of the Company and its Subsidiaries (ia) is duly organizedorganized or incorporated, validly existing and in good standing (to the extent such concept exists in such jurisdiction) under the Laws laws of its jurisdiction of organization or incorporation as identified in Schedule 4(b)4.1, (iib) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, and the Company has all requisite power and authority to enter into this Agreement and, upon entry by the Bankruptcy Court of the ECA Order, will have all requisite power Loan Documents to which it is a party and authority to carry out the transactions contemplated herebythereby and, in the case of Company, to make the borrowings hereunder, and (iiic) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

Appears in 1 contract

Samples: Financing Agreement (Clovis Oncology, Inc.)

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Organization; Requisite Power and Authority; Qualification. Each of the Company Holdings and its Subsidiaries (iother than Immaterial Subsidiaries) (a) is duly organizedorganized or formed, validly existing and in good standing under the Laws laws of its jurisdiction of incorporation or organization and, as of the Closing Date, as identified in Schedule 4(b)4.1, (iib) has all requisite power and authority (i) to own and operate its properties, (ii) to carry on its business as now conducted and as proposed to be conducted, conducted and the Company has all requisite power and authority (iii) to enter into this Agreement and, upon entry by the Bankruptcy Court of the ECA Order, will have all requisite power Credit Documents to which it is a party and authority to carry out the transactions contemplated herebythereby, and (iiic) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Terraform Global, Inc.)

Organization; Requisite Power and Authority; Qualification. Each of the Company Company, Guarantor and its Significant Subsidiaries (ia) is duly incorporated or organized, validly existing and in good standing under the Laws laws of its jurisdiction of its incorporation or organization as identified in Schedule 4(b)4.1, (iib) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, and the Company has all requisite power and authority to enter into this Agreement and, upon entry by the Bankruptcy Court of the ECA Order, will have all requisite power Note Documents to which it is a party and authority to carry out the transactions contemplated herebythereby and, in the case of Issuer, to make the issuances of Notes hereunder, and (iiic) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

Appears in 1 contract

Samples: Loan and Security Agreement (Outbrain Inc.)

Organization; Requisite Power and Authority; Qualification. Each of the Company Holdings and its Subsidiaries (ia) is duly organized, validly existing and (to the extent such concept is relevant) in good standing under the Laws laws of its jurisdiction of organization as identified in Schedule 4(b4.1(a), (iib) subject to entry of the Orders (as applicable), has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, and the Company has in each case in all requisite power and authority material respects, to enter into this Agreement and, upon entry by the Bankruptcy Court of the ECA Order, will have all requisite power Credit Documents to which it is a party and authority to carry out the transactions contemplated herebythereby, and (iiic) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or (to the extent such concept is relevant) in good standing has not had, and could not be reasonably expected to have, have a Material Adverse Effect.

Appears in 1 contract

Samples: Guaranty Agreement (Dura Automotive Systems Inc)

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