Common use of Corporate Existence; Compliance with Law Clause in Contracts

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 15 contracts

Samples: Credit Agreement (Boston Scientific Corp), Credit Agreement (Boston Scientific Corp), Credit Agreement (Boston Scientific Corp)

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Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of LawLaw except, except in the case of each of the foregoing clauses (c) and (d), to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 15 contracts

Samples: Credit Agreement (B&G Foods, Inc.), Credit Agreement (B&G Foods, Inc.), Credit Agreement (B&G Foods, Inc.)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 13 contracts

Samples: Credit Agreement (Boston Scientific Corp), Year Revolving Credit Agreement (Boston Scientific Corp), Credit Agreement (Boston Scientific Corp)

Corporate Existence; Compliance with Law. Each of the Borrower Company and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, including, without limitation, HMO Regulations and Insurance Regulations, except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct could not, in the aggregate, reasonably be expected so qualified or to comply therewith would not have a Material Adverse Effect.

Appears in 10 contracts

Samples: RFC Loan Agreement (Humana Inc), Day Credit Agreement (Humana Inc), 364 Day Credit Agreement (Humana Inc)

Corporate Existence; Compliance with Law. Each of the (a) Borrower and its Subsidiaries each Restricted Subsidiary (a) is a corporation, partnership, limited liability company or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, ; (bb)(i) has the all requisite corporate or other power and authority, and the legal right(ii) has all governmental licenses, authorizations, consents and approvals necessary to own its Property and operate carry on its property, to lease the property it operates business as lessee now being conducted; and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation to do business and is in good standing under in all jurisdictions in which the laws nature of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires conducted by it makes such qualification and (d) is necessary; except, in compliance with all Requirements the case of Law, except to the extent that the failure of the foregoing clauses (ab)(ii) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct could not, where the failure thereof individually or in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect.

Appears in 8 contracts

Samples: Credit Agreement, Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD)

Corporate Existence; Compliance with Law. Each of the Parent Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to in the extent that the failure case of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to the extent that the failure to so qualify and be true and correct could in good standing or to so comply would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 8 contracts

Samples: Credit Agreement (CONMED Corp), Credit Agreement (CONMED Corp), Credit Agreement (Conmed Corp)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 7 contracts

Samples: Credit Agreement (Grand Union Co /De/), Credit Agreement (Grand Union Co /De/), Guarantee and Collateral Agreement (Grand Union Co /De/)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 6 contracts

Samples: Credit Agreement (TNP Enterprises Inc), Credit Agreement (Inamed Corp), Subsidiaries Security Agreement (Standard Microsystems Corp)

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Credit Agreement (Extendicare Health Services Inc), Credit Agreement (Cpi Aerostructures Inc), Credit Agreement (Nationwide Credit Inc)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except in the case of the foregoing clauses (c) and (d), to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct so qualified or to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Acquisition Loan Agreement (Infocrossing Inc), Term Loan Agreement (Midocean Capital Partners Lp), Term Loan Agreement (Infocrossing Inc)

Corporate Existence; Compliance with Law. Each of the Borrower and its Significant Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 5 contracts

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

Corporate Existence; Compliance with Law. Each of the Borrower Company and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or similar power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation (or other organization) and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, including, without limitation, HMO Regulations and Insurance Regulations, except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct could not, in the aggregate, reasonably be expected so qualified or to comply therewith would not have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Humana Inc), Credit Agreement (Humana Inc), Credit Agreement (Humana Inc)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of LawLaw except, except in the case of clauses (c) and (d), to the extent that the failure of the foregoing clauses (a) and (b) (to so qualify, be in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct good standing or comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Imperial Holly Corp), Credit Agreement (Imperial Holly Corp), Credit Agreement (Imperial Holly Corp)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (ai) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (bii) has the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (ciii) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (div) is in compliance with all Requirements of Law, except to the extent that that, in the failure case of the foregoing clauses (aii), (iii) and (biv) (in each such caseabove, only with respect the failure to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Sierra Pacific Resources /Nv/), Credit Agreement (Sierra Pacific Resources /Nv/), Credit Agreement (Sierra Pacific Resources /Nv/)

Corporate Existence; Compliance with Law. Each of the Borrower Company and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Safety Kleen Corp/), Guarantee and Collateral Agreement (Laidlaw Environmental Services Inc), Credit Agreement (Laidlaw Environmental Services Inc)

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of LawLaw except, except in the case of each of the foregoing clauses (c) and (d), to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Term Loan Agreement (B&g Foods Inc), Revolving Credit Agreement (B&g Foods Inc), B&g Foods Inc

Corporate Existence; Compliance with Law. Each of the Borrower and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Salton Maxim Housewares Inc), Credit Agreement (Salton Inc), Credit Agreement (Salton Maxim Housewares Inc)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) Borrower and each Restricted Subsidiary (i) is a corporation, partnership, limited liability company or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (bii)(A) has the all requisite corporate or other power and authorityauthority and (B) has all governmental licenses, authorizations, consents, and the legal right, approvals necessary to own its Property and operate carry on its propertybusiness as now being conducted, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (ciii) is duly qualified as a foreign corporation to do business and is in good standing under in all jurisdictions in which the laws nature of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires conducted by it makes such qualification and (d) is necessary; except, in compliance with all Requirements the case of Law, except to the extent that the failure of the foregoing clauses (aii)(B) and (biii) (in each such case, only with respect to Subsidiaries of where the Borrower), (c) and (d) to be true and correct could not, failure thereof individually or in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or limited liability company power and authority, as applicable, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation corporation, limited liability company or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Iconix Brand Group, Inc.), Credit Agreement (Iconix Brand Group, Inc.), Credit Agreement (Iconix Brand Group, Inc.)

Corporate Existence; Compliance with Law. Each of the Borrower and each of its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (International Home Foods Inc), Credit Agreement (International Home Foods Inc), Credit Agreement (Campfire Inc)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its propertyproperty (including, without limitation, the Borrowing Base Assets), to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Brown Tom Inc /De), Credit Agreement (Brown Tom Inc /De), Credit Agreement (Brown Tom Inc /De)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except except, in the case of clauses (c) and (d), to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Axiohm Transaction Solutions Inc), Credit Agreement (Axiohm Transaction Solutions Inc), Credit Agreement (Dardel Technologies E U R L)

Corporate Existence; Compliance with Law. Each of the Borrower Company and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, including, without limitation, HMO Regulations and Insurance Regulations, except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct so qualified or to comply therewith could not, in the aggregate, reasonably be expected to not have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Humana Inc), Credit Agreement (Humana Inc)

Corporate Existence; Compliance with Law. Each of the Borrower Company and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except to in the extent that the failure case of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to the extent that the failure to be true and correct so qualified or to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Ryland Group Inc), Credit Agreement (Ryland Group Inc)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) Each of Holdings and the Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and (b) each other Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, except to the extent that the failure to comply with this Section 6.01(b) would not cause the Borrower and its Subsidiaries to be in violation of Section 7.08(c). Each of Holdings, the Borrower and the other Loan Parties (bi) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (cii) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (diii) is in compliance with all Requirements of LawLaws except in each case referred to in clause (i), except (ii) or (iii), to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct do so could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (L 3 Communications Holdings Inc), Credit Agreement (L 3 Communications Corp)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries Group Members (ai) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (bii) has the corporate power and authority, and the legal rightright and all requisite governmental licenses, authorizations, consents and approvals to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (ciii) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (div) is in compliance with all Requirements of Law, except in the case of clauses (iii) and (iv) to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct so qualify or comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Chatham Lodging Trust), Credit Agreement (Chatham Lodging Trust)

Corporate Existence; Compliance with Law. Each of the Borrower and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of LawLaw except, except to the extent that in each case, where the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct so organized, existing, in good standing or qualified, or the failure to have such power or authority or to so comply, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

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

Corporate Existence; Compliance with Law. Each of Holdings, the ---------------------------------------- Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Nationwide Credit Inc), Credit Agreement (Nationwide Credit Inc)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except to except, in the extent that the failure case of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) ), to be true and correct the extent that the failure to do so could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Friendly Ice Cream Corp), Credit Agreement (Friendlys Restaurants Franchise Inc)

Corporate Existence; Compliance with Law. Each of the Borrower Borrowers and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or other power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation to transact business and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification qualification, and (d) is in compliance with all Requirements of Law, in each case, except to the extent that the its failure of the foregoing clauses (a) and (b) (in each to have such casepower, only with respect authority or legal right, to Subsidiaries of the Borrower)qualify to do business, (c) and (d) or to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Tasty Baking Co), Credit Agreement (Tasty Baking Co)

Corporate Existence; Compliance with Law. Each of the Borrower ERC US and its Subsidiaries (other than Inactive Subsidiaries) (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except where the failure to so qualify or be in good standing therewith would not have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, Law except to the extent that where the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct could comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit and Term Loan Agreement (Emerson Radio Corp), Credit and Term Loan Agreement (Emerson Radio Corp)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries Group Members (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or other power and authority, and the legal rightright and all requisite governmental licenses, authorizations, consents and approvals to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except to in the extent that the failure case of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct the extent that the failure to so qualify or comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Hudson Pacific Properties, Inc.), Credit Agreement (Hudson Pacific Properties, Inc.)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries It (ai) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (bii) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (ciii) is in compliance in all material respects with all Requirements of Law, and (iv) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true so qualified and correct in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Master Repurchase Agreement (LNR Property Corp), Master Repurchase Agreement (LNR Property Corp)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except to the extent that that, in the failure case of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) above, the failure to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Nevada Power Co), Credit Agreement (Nevada Power Co)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (ai) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (bii) has the corporate power and authority, and the legal right, to own and operate its propertyproperty (including, without limitation, the Borrowing Base Assets), to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (ciii) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (div) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Loan Agreement (TMBR Sharp Drilling Inc), Loan Agreement (TMBR Sharp Drilling Inc)

Corporate Existence; Compliance with Law. Each of the Borrower Company ---------------------------------------- and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Details Inc), Credit Agreement (Details Inc)

Corporate Existence; Compliance with Law. Each of the Borrower Borrowers and its respective Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authorityor other power, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification qualification, and (d) is in compliance with all Requirements of LawLaw except, except in the case of the foregoing clauses (c) and (d), to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Cott Corp /Cn/), Credit Agreement (Cott Corp /Cn/)

Corporate Existence; Compliance with Law. Each of the Borrower Parent, the Borrowers and its their Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Kirklands Inc), Credit Agreement (Kirklands Inc)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of LawLaw except, except to in the extent that the failure cases of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to the extent that the failure to be true and correct duly qualified or to comply with Requirements of Law could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Dames & Moore Group), Credit Agreement (Dames & Moore Group)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or otherwise qualified and registered by any applicable Requirement of Law and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of LawLaw except, except in each case, to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Edgen Murray LTD), Credit Agreement (Edgen Murray LTD)

Corporate Existence; Compliance with Law. Each of the REIT, the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (U-Store-It Trust), Credit Agreement (U-Store-It Trust)

Corporate Existence; Compliance with Law. Each of the Borrower and each of its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Cumulus Media Inc), Credit Agreement (Cumulus Media Inc)

Corporate Existence; Compliance with Law. Each of the Borrower and its Restricted Subsidiaries (a) is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the requisite corporate or other power and authority, authority and the legal right, right to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except to the extent that the failure inaccuracy of any of the foregoing clauses (a) and (b) (statements set forth in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct this subsection could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Westwood One Inc /De/), Credit Agreement (Westwood One Inc /De/)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries and each Loan Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (National Education Corp)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries and each Loan Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power corporatepower and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (National Education Corp)

Corporate Existence; Compliance with Law. Each of the Borrower International and its Subsidiaries (a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction (other than that of its incorporation) where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except in the case of clause (c) or (d) above, to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) qualify as a foreign corporation or CREDIT AGREEMENT to be true and correct in good standing or to comply with any Requirement of Law could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Mastercard Inc)

Corporate Existence; Compliance with Law. Each of the Borrower and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of LawLaw except, except to the extent that in each case, where the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct so organized, existing, in good standing or qualified, or the failure to have such power or authority or to so comply, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Service Merchandise Co Inc)

Corporate Existence; Compliance with Law. Each of the Borrower Loan Party and its Subsidiaries Subsidiaries, if any, (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or other power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit and Security Agreement (Boston Scientific Corp)

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Doane Pet Care Enterprises Inc)

Corporate Existence; Compliance with Law. Each of the Borrower ---------------------------------------- and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law (including ERISA and all applicable Environmental Laws) except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (V I Technologies Inc)

Corporate Existence; Compliance with Law. Each of DCI, the Borrower ---------------------------------------- Company and its their Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Details Capital Corp)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the 43 38 jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Fpa Medical Management Inc)

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Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries Companies (a) is duly organized, validly existing existing, and in good standing under the laws of the jurisdiction of its organizationincorporation or the jurisdiction of its reincorporation, (b) has the corporate power and authority, authority and the legal right, right to own and operate its property, to lease the property it operates as lessee operates, and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws Laws of each jurisdiction where its ownership, lease lease, or operation of property or the conduct of its business requires such qualification qualification, except to the extent that failure to be so qualified is not reasonably likely, in the aggregate, to be a Material Adverse Event, and (d) is in compliance with all Requirements of Law, Laws except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct could notcomply therewith is not reasonably likely, in the aggregate, reasonably to be expected to have a Material Adverse EffectEvent.

Appears in 1 contract

Samples: Credit Agreement (Knight Ridder Inc)

Corporate Existence; Compliance with Law. Each of the Borrower and its ---------------------------------------- Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except to the extent that the failure of the foregoing to comply with clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and through (d) to be true and correct could above would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Conectiv Inc)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries Company: (a) is a corporation, partnership, limited liability company or other entity duly organized, validly existing and and, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, ; (b) has the all requisite corporate or other power and authority, and the legal righthas all governmental licenses, authorizations, consents and approvals necessary to own its Property and operate carry on its property, to lease the property it operates business as lessee and to conduct the business in which it is currently engaged, now being conducted; (c) is duly qualified as a foreign corporation to do business and is, to the extent applicable, in good standing under in all jurisdictions in which the laws nature of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires conducted by it makes such qualification necessary; and (d) is in compliance with all Requirements of Law, except to except, in the extent that the failure case of the foregoing clauses (a) and ), (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct could not, where the failure thereof individually or in the aggregate, reasonably be expected to aggregate would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Imagistics International Inc)

Corporate Existence; Compliance with Law. Each of the Borrower Loan Party and its Subsidiaries Subsidiaries, if any, (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or other power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit and Security Agreement (Boston Scientific Corp)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (ai) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (bii) has the corporate power and authority, and the legal right, to DC1 - 221047.18 own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (ciii) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (div) is in compliance with all Requirements of Law, except to the extent that that, in the failure case of the foregoing clauses (aii), (iii) and (biv) (in each such caseabove, only with respect the failure to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Aquila Inc)

Corporate Existence; Compliance with Law. Each of the Borrower Seller and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or other power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct could not, in the aggregate, reasonably be expected to have a Seller Material Adverse Effect.

Appears in 1 contract

Samples: Receivables Sale Agreement (Boston Scientific Corp)

Corporate Existence; Compliance with Law. Each Holdings, IntermediateCo, the Company and each of the Borrower and its their respective Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Term Loan Agreement (Global Aero Logistics Inc.)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries Company: (a) ---------------------------------------- is a corporation, partnership, limited liability company or other entity duly organized, validly existing and and, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, ; (b) has the all requisite corporate or other power and authority, and the legal righthas all governmental licenses, authorizations, consents and approvals necessary to own its Property and operate carry on its property, to lease the property it operates business as lessee and to conduct the business in which it is currently engaged, now being conducted; (c) is duly qualified as a foreign corporation to do business and is, to the extent applicable, in good standing under in all jurisdictions in which the laws nature of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires conducted by it makes such qualification necessary; and (d) is in compliance with all Requirements of Law, except to except, in the extent that the failure case of the foregoing ------ clauses (a) and ), (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct could not, where the failure thereof individually or in the aggregate, reasonably be expected to aggregate would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Imagistics International Inc)

Corporate Existence; Compliance with Law. Each of the Borrower Holdings and ---------------------------------------- its Subsidiaries (a) is duly organized, validly existing and in good standing (or any similar concept in any foreign jurisdiction) under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Hilfiger Tommy Corp)

Corporate Existence; Compliance with Law. Each of the The US Borrower and each of its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, authority to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and which is necessary for the conduct of its operations and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Vanguard Car Rental Group Inc.)

Corporate Existence; Compliance with Law. Each Except as could not reasonably be expected to have a Material Adverse Effect, each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Mylan Laboratories Inc)

Corporate Existence; Compliance with Law. Each of the Borrower Holdings and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Allied Riser Communications Corp)

Corporate Existence; Compliance with Law. Each of the Borrower Holdings and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries any of the Borrower), statements made in clauses (c) and (d) of this Section 4.3 to be true and correct could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Ifco Systems Nv)

Corporate Existence; Compliance with Law. Each of the Borrower Inc. and its Subsidiaries (a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction (other than that of its incorporation) where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except in the case of clause (c) or (d) above, to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) qualify as a foreign corporation or to be true and correct in good standing or to comply with any Requirement of Law could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.. CREDIT AGREEMENT

Appears in 1 contract

Samples: Credit Agreement (Mastercard Inc)

Corporate Existence; Compliance with Law. Each of the Borrower Company and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of LawLaw in all material respects, including, without limitation, HMO Regulations and Insurance Regulations, except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct could not, in the aggregate, reasonably be expected so qualified or to comply therewith would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Humana Inc)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance in all material respects with all applicable material Requirements of Law, except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Belden & Blake Corp /Oh/)

Corporate Existence; Compliance with Law. Each of the Borrower ---------------------------------------- and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except to the extent that the failure of the foregoing to comply with clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and through (d) to be true and correct could above would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Conectiv Inc

Corporate Existence; Compliance with Law. Each of the Parent Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws Back to Table of Contents 45 of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to in the extent that the failure case of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to the extent that the failure to so qualify and be true and correct in good standing or to so comply could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Conmed Corp)

Corporate Existence; Compliance with Law. Each of the Such Borrower and each ---------------------------------------- of its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Asi Solutions Inc)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except except, in the case of clauses (c) and (d), to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct so qualified or to comply therewith, as the case may be, could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Physician Computer Network Inc /Nj)

Corporate Existence; Compliance with Law. Each of the ---------------------------------------- Parent Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Act Manufacturing Inc)

Corporate Existence; Compliance with Law. Each of the Parent Borrower and each of its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (International Home Foods Inc)

Corporate Existence; Compliance with Law. Each of the Borrower Holdings and ---------------------------------------- its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries any of the Borrower), statements made in clauses (c) and (d) of this subsection 4.3 to be true and correct could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Ifco Systems Nv)

Corporate Existence; Compliance with Law. Each of the Borrower Company ---------------------------------------- and each of its Subsidiaries (a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) incorporation and has the corporate power and authority, authority and the legal right, right to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) . The Company and each of its Subsidiaries is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct so qualified or to so comply could not, not (individually or in the aggregate, ) reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Pameco Corp)

Corporate Existence; Compliance with Law. Each of the Borrower Company and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply with any of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and or (d) to be true and correct could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Dii Group Inc)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Boston Scientific Corp)

Corporate Existence; Compliance with Law. Each of the Borrower Holdings and its Subsidiaries (a) is duly organized, validly existing and in good standing (or any similar concept in any foreign jurisdiction) under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Hilfiger Tommy Corp)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except to in the extent that the failure case of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to the extent that the failure to be true so qualified and correct in good standing or to comply with such Requirements of Law could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Serologicals Corp)

Corporate Existence; Compliance with Law. Each of K&F, the Borrower Borrowers and its their respective Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (K&f Industries Inc)

Corporate Existence; Compliance with Law. Each of the REIT, the Borrower and its their respective Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate (or partnership, as the case may be) power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement (Apartment Investment & Management Co)

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower Borrowers and its each of their respective Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Avery Berkel Holdings LTD)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is are duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has have the corporate power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is are duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is are in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Iv Term Loan Agreement (Global Geophysical Services Inc)

Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate (or other entity) power and authority, and the legal right, to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation (or other entity) and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, Law except to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Collateral Agreement (Sirius Satellite Radio Inc)

Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and its the Borrower's Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or equivalent power and authority, and the legal right, authority to own and operate its propertyProperty, to lease the property Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except in the case of clauses (c) and (d), to the extent that the failure of the foregoing clauses (a) and (b) (in each such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to be true and correct comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Term Loan Agreement (Williams Companies Inc)

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