Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 5 contracts
Samples: Credit Agreement (RBC Bearings INC), Credit Agreement (RBC Bearings INC), Credit Agreement (RBC Bearings INC)
Corporate Existence; Compliance with Law. Each Credit Party of Borrower and its Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); as of the date hereof, (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in exposure to losses or liabilities which could reasonably be expected to have a Material Adverse Effect; , (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; , except as would not reasonably be expected to have a Material Adverse Effect and except as otherwise provided in Section 3.1 of the Credit Agreement of even date hereof among Kmart Corporation, the other Credit Parties signatory thereto, the Lenders signatory thereto, General Electric Capital Corporation (as Administrative Agent, Co-Collateral Agent and Lender) and others (the "Credit Agreement"), (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could which would not reasonably be expected to have a Material Adverse Effect; Effect and except as otherwise provided for in Section 3.1 of the Credit Agreement, (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; , and (f) subject to specific representations set forth herein regarding ERISA, tax is (and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is its respective properties are) in compliance with all applicable provisions of law, except where the failure to complycomply with such laws, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect and except as otherwise provided for in Section 3.1 of the Credit Agreement.
Appears in 5 contracts
Samples: Kmart Holding Corp, Kmart Holding Corp, Kmart Holding Corp
Corporate Existence; Compliance with Law. Each Corporate Credit Party Party: (a) is is, as of the Closing Date, and will continue to be (i) a corporation, corporation or limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Disclosure Schedule formation, (3.1); (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite power and authority and the legal right to execute, deliver and perform its obligations under the Credit Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or proposed to be conducted; , and (dii) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all material filings with, and has given all material notices to, all Persons or Governmental Authorities having jurisdictionjurisdiction over Borrowers which are necessary or appropriate for the conduct of its business, except to the extent required for such ownership, operation and conduct, except as could not reasonably be expected failure to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws any such licenses, permits, franchises, rights, powers, consents or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to complyapprovals could not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 5 contracts
Samples: Loan and Security Agreement (Digirad Corp), Loan and Security Agreement (Digirad Corp), Loan and Security Agreement (ATRM Holdings, Inc.)
Corporate Existence; Compliance with Law. Each Corporate Credit Party Party: (a) is is, as of the Closing Date, and will continue to be (i) a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Disclosure Schedule its incorporation, (3.1); (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or proposed to be conducted; , and (dii) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all material filings with, and has given all material notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over such Corporate Credit Party which are necessary or appropriate for the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectbusiness.
Appears in 4 contracts
Samples: Loan and Security Agreement (U S Trucking Inc), Loan and Security Agreement (Global Pharmaceutical Corp \De\), Trademark Security Agreement (Sentry Technology Corp)
Corporate Existence; Compliance with Law. Each Credit Party Strategic: (a) is is, as of the date of this Agreement, and will continue to be (i) a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Disclosure Schedule its incorporation, (3.1); (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Loan Papers, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or proposed to be conducted; , and (dii) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all material filings with, and has given all material notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over Strategic that are necessary for the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectbusiness.
Appears in 3 contracts
Samples: Refinancing Agreement (Consonus Technologies, Inc.), Refinancing Agreement (Consonus Technologies, Inc.), Refinancing Agreement (Consonus Technologies, Inc.)
Corporate Existence; Compliance with Law. Each Credit Party Such Seller (ai) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1)organization; (bii) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify could not reasonably be so qualified would not have expected to result in a Material Adverse Effect; (ciii) has the requisite corporate limited liability or limited partnership power and authority authority, as applicable, and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now now, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained except where such failure, individually or in the Environmental Indemnity Agreementaggregate, could not reasonably be expected to have a Material Adverse Effect; (iv) has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as where the failure to do any of the foregoing, could not reasonably be expected to have result in a Material Adverse Effect; (ev) is in compliance with its charter and bylaws articles or certificate of incorporation or formation, limited liability agreement or limited partnership agreement or operating agreementby-laws, as applicable; and (fvi) subject to specific representations set forth herein regarding ERISA, environmental laws, tax laws and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to so comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Receivables Sale Agreement (Sungard Data Systems Inc), Receivables Sale Agreement (Sungard Data Systems Inc), Receivables Sale Agreement (SunGard Systems International Inc.)
Corporate Existence; Compliance with Law. Each Credit Party Borrower (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to the specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except to the extent permitted by the Bankruptcy Code or where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Frontier Airlines Holdings, Inc.), Credit Agreement (Republic Airways Holdings Inc), Credit Agreement (Republic Airways Holdings Inc)
Corporate Existence; Compliance with Law. Each Credit Party of the Parent, each Borrower and each Restricted Subsidiary (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and and, except where the failure to be in good standing could not reasonably be expected to have a Material Adverse Effect, in good standing, to the extent applicable, under the laws of its respective the jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); its organization, (b) is duly qualified to conduct do business as a foreign corporation and is in good standing in standing, to the extent applicable, under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified would or in good standing could not reasonably be expected to have a Material Adverse Effect; , (c) has the all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted; , (d) subject is in compliance with its Constituent Documents, (e) is in compliance with all Requirements of Law, including the Investment Company Act of 1940, as amended, except where the failure to specific representations regarding Environmental be in compliance could not reasonably be expected to have a Material Adverse Effect; provided, however, that where such compliance relates to any Anti-Corruption Laws, Anti-Money Laundering Laws contained or Sanctions, each of the Parent, each Borrower and the Parent’s Subsidiaries are in the Environmental Indemnity Agreement, compliance in all material respects; and (f) has all material necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all material necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably for licenses, permits, consents, approvals or filings that can be expected obtained or made by the taking of ministerial action to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws secure the grant or partnership transfer thereof or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure of which to complyobtain or make could not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (McDermott International Inc), Credit Agreement (McDermott International Inc), Credit Agreement (McDermott International Inc)
Corporate Existence; Compliance with Law. Each Credit Party of the Borrower and the Borrower’s Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or its organization set forth in Disclosure Schedule (3.1other than, so long as it is an Immaterial Subsidiary, North County Recycling, Inc., a California corporation); , (b) is duly qualified to conduct do business as a foreign corporation and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect; , (c) has the all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted; , (d) subject is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to specific representations regarding Environmental Laws contained be in compliance would not, in the Environmental Indemnity Agreementaggregate, have a Material Adverse Effect and (f) has all material necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all material necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably for licenses, permits, consents, approvals, filings or notices that can be expected obtained or made by the taking of ministerial action to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws secure the grant or partnership transfer thereof or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure of which to complyobtain or make would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Babcock & Wilcox Co), Credit Agreement (Babcock & Wilcox Co), Credit Agreement (McDermott International Inc)
Corporate Existence; Compliance with Law. Each Credit Party Borrower, and each of its Subsidiaries: (a) is and will continue to be (1) a corporation, partnership, limited liability company company, or limited partnership other legal entity as the case may be, duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation its organization or organization set forth in Disclosure Schedule formation, (3.1); (b2) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where qualification and in which the failure to be so qualified would and in good standing could reasonably be expected to have a Material Adverse Effect, (3) in compliance with its articles of incorporation, certificate of formation or organization, partnership agreement, by-laws or operating agreement, as applicable, and all other organizational documents, and (4) in compliance with all Applicable Laws (including ERISA, Environmental Laws, and the Investment Company Act) and all Material Contracts except where a failure to be in compliance with such Applicable Laws or Material Contracts could not reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have and maintain (1) the requisite corporate, limited liability company or partnership power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, previously or proposed to be conducted; , and (d2) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all material filings with, and has given all material notices to, all Persons or Governmental Authorities having jurisdictionjurisdiction over Borrower or such Subsidiary which are necessary or appropriate for the conduct of its business except where a failure to have and maintain such licenses, to the extent required for such ownershippermits, operation franchises, rights, powers, consents and conduct, except as approvals could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance . Borrower, and each of its Subsidiaries, has made and will continue to make all filings with any Governmental Authority that are necessary or appropriate for the conduct of its charter business and bylaws or partnership or operating agreement, as applicable; has given and (f) subject will continue to specific representations set forth herein regarding ERISA, tax give all notices to the extent required for the ownership and other laws, or specific representations regarding Environmental Laws set forth in operation of its property and the Environmental Indemnity Agreement, is in compliance with all applicable provisions conduct of law, its business except where the failure to comply, individually make or in the aggregate, continue to make such filings or give such notices could not reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Loan and Security Agreement (Hercules Technology Growth Capital Inc), Loan and Security Agreement (Hercules Technology Growth Capital Inc), Loan and Security Agreement (Hercules Technology Growth Capital Inc)
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have result in exposure to losses, damages or liabilities which could, in the aggregate, reasonably be expected to result in a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber own and operate in all material respects its properties, to lease the property it operates under lease and to conduct its business in all material respects as now conductednow, heretofore and proposed to be conducted and has the requisite power and authority and the legal right to pledge, mortgage, hypothecate or otherwise encumber the Collateral; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Blount International Inc), Credit Agreement (Blount International Inc), Credit Agreement (Blount International Inc)
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.14.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have result in exposure to losses, damages or liabilities which could, in the aggregate, reasonably be expected to result in a Material Adverse Effect; (c) has the requisite power and authority authority, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect, and the legal right to own, pledge, mortgage or otherwise encumber own and operate in all material respects its properties, to lease the property it operates under lease and to conduct its business in all material respects as now conductednow, heretofore and proposed to be conducted and has the requisite power and authority and the legal right to pledge, mortgage, hypothecate or otherwise encumber the Collateral; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Revolving Loan Credit Agreement (Visteon Corp), Revolving Loan Credit Agreement (Visteon Corp), Term Loan Credit Agreement (Visteon Corp)
Corporate Existence; Compliance with Law. Each Credit Transaction Party (ai) is a corporation, corporation or limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1)organization; (bii) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify could not reasonably be so qualified would not have expected to result in a Material Adverse Effect; (ciii) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now now, heretofore and proposed to be conducted; (div) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as where the failure to do any of the foregoing could not reasonably be expected to have result in a Material Adverse Effect; (ev) is in compliance with its charter articles or certificate of incorporation or certificate of formation and bylaws by-laws, operating agreement or partnership or operating limited liability agreement, as applicable; and (fvi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax laws and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to so comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.. Receivables Sale and Servicing Agreement
Appears in 2 contracts
Samples: Receivables Sale and Servicing Agreement, Receivables Sale and Servicing Agreement (Rexnord LLC)
Corporate Existence; Compliance with Law. Each Credit Party of the Parent, each Applicant and each Restricted Subsidiary (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and and, except where the failure to be in good standing could not reasonably be expected to have a Material Adverse Effect, in good standing, to the extent applicable, under the laws of its respective the jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); its organization, (b) is duly qualified to conduct do business as a foreign corporation and is in good standing in standing, to the extent applicable, under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified would or in good standing could not reasonably be expected to have a Material Adverse Effect; , (c) has the all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted; , (d) subject is in compliance with its Constituent Documents, (e) is in compliance with all Requirements of Law, including the Investment Company Act of 1940, as amended, except where the failure to specific representations regarding Environmental be in compliance could not reasonably be expected to have a Material Adverse Effect; provided, however, that where such compliance relates to any Anti-Corruption Laws, Anti-Money Laundering Laws contained or Sanctions, each of the Parent, each Applicant and the Parent’s Subsidiaries are in the Environmental Indemnity Agreement, compliance in all material respects; and (f) has all material necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all material necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably for licenses, permits, consents, approvals or filings that can be expected obtained or made by the taking of ministerial action to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws secure the grant or partnership transfer thereof or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure of which to complyobtain or make could not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Letter of Credit Agreement (McDermott International Inc), Letter of Credit Agreement (McDermott International Inc)
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effectresult in exposure to losses, damages or liabilities in excess of $250,000; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreementand any scheduled exceptions thereto, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations and any scheduled exceptions thereto set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Standard Motor Products Inc), Credit Agreement (Standard Motor Products Inc)
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, corporation or limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in the Disclosure Schedule (3.1)Document; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effectreasonably be expected to result in exposure to losses, damages or liabilities in excess of $100,000; (c) has the requisite corporate or limited liability company power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) to the best of each Credit Party’s actual knowledge, is in compliance with and has all licenses required under all laws, including, without limitation, all applicable consumer credit and collection laws, except where the failure to be in compliance or have such licenses could not be reasonably expected to have a Material Adverse Effect; and (g) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Loan Agreement (Asta Funding Inc), Loan Agreement (Asta Funding Inc)
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, and, in the case of the entities that are Credit Parties as of the Closing Date, their respective jurisdiction of incorporation or organization are as set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, in each case except as where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, FCC, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of lawlaw and regulation, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except as set forth in Disclosure Schedule (3.1), each Credit Party has all Communications Licenses and Governmental Authorizations and has filed all required federal and state applications and notifications, in each case necessary for the operation of the Telecommunications Businesses in the United States respectively conducted by the Credit Parties (the Communications Licenses, Governmental Authorizations and federal and state applications and notifications necessary for the operation of the Telecommunications Businesses in the United States respectively conducted by the Credit Parties, the “Telecommunications Approvals”), except for those Telecommunications Approvals the absence of which, individually or in the aggregate, could not reasonably be expect to have a Material Adverse Effect. As of the Closing Date, Disclosure Schedule (3.1) correctly lists (i) all such Communications Licenses and Governmental Authorizations; (ii) the geographical area to which each of such Communications Licenses and Governmental Authorizations relates; (iii) the Governmental Authority that issued each of such Communications Licenses and Governmental Authorizations; (iv) the expiration date, if any, of each of such Communications Licenses and Governmental Authorizations; and (v) if not issued in the name of a Credit Party, the name of the Person in whose name such Communications Licenses and Governmental Authorizations are nominally issued. All Telecommunications Approvals granted to the Credit Parties remain in full force and effect, except to the extent the failure thereof to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and have not been revoked, suspended, canceled or modified in any adverse way, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and are not subject to any conditions or requirements that are not generally imposed by the FCC, any PSC, any Franchising Authority or any other Governmental Authority upon the holders of such Telecommunications Approvals that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as set forth in Disclosure Schedule (3.1), each Credit Party has paid all Franchise, license, regulatory or other fees and charges which have become due pursuant to any Telecommunications Approvals, except for fees or charges the failure to pay, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except as set forth in Disclosure Schedule (3.1), no Credit Party is in violation of, or in default of, in a manner that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, any applicable telecommunications statute of the United States or any state in which it operates, or any applicable rule, regulation or requirement of the FCC, any PSC, any Franchising Authority, any other Governmental Authority or any Telecommunications Approval. There are no pending or, to the knowledge of any Credit Party, threatened formal complaints, proceedings, letters of inquiry, notices of apparent liability, investigations, protests, petitions or other written objections against any Credit Party at the FCC or the PSC or Franchising Authority of any jurisdiction in which any Credit Party operates, except for matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Otelco Telecommunications LLC), Credit Agreement (Otelco Inc.)
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership ---------------------------------------- corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1)incorporation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where effects of the failure to be so qualified would not have a Material Adverse Effectbe immaterial; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicablebylaws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Icon Health & Fitness Inc), Credit Agreement (Icon Health & Fitness Inc)
Corporate Existence; Compliance with Law. Each Credit Party Borrower: (a) is is, as of the Closing Date, and will continue to be (i) a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Disclosure Schedule organization, (3.1); (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or proposed to be conducted; , and (dii) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all material filings with, and has given all material notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over such Borrower that are necessary or appropriate for the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectbusiness.
Appears in 2 contracts
Samples: Loan and Security Agreement (Creative Realities, Inc.), Loan and Security Agreement (Cachet Financial Solutions, Inc.)
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, organized and validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) in the case of the Borrower, is in good standing under the laws of its jurisdiction of incorporation; (c) in the case of each Credit Party other than the Borrower, is in good standing under the laws of its jurisdiction of incorporation or organization on the Closing Date and on any such subsequent date if the failure to be in good standing could reasonably be expected to have a Material Adverse Effect; (d) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in exposure to losses or liabilities which could reasonably be expected to have a Material Adverse Effect; (ce) subject to the entry of the Interim Order (or the Final Order, when applicable) by the Bankruptcy Court, has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (df) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licensesLicenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (eg) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (fh) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Blockbuster Inc)
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in losses or liabilities which could reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as where the failure to do so would not result in losses or liabilities which could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except to the extent permitted by Bankruptcy Code or where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Delta Air Lines Inc /De/), Possession Credit Agreement (Delta Air Lines Inc /De/)
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have result in exposure to losses, damages or liabilities which could, in the aggregate, reasonably be expected to result in a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber own and operate in all material respects its properties, to lease the property it operates under lease and to conduct its business in all material respects as now conductednow, heretofore and proposed to be conducted and has the requisite power and authority and the legal right to pledge, mortgage, hypothecate or otherwise encumber the Collateral; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter charter, constating documents and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Blount International Inc), Credit Agreement (Blount International Inc)
Corporate Existence; Compliance with Law. Each Corporate Credit Party Party: (a) is is, as of the Closing Date, and will continue to be (i) a corporation, corporation or limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Disclosure Schedule formation, (3.1); (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite power and authority and the legal right to execute, deliver and perform its obligations under the Credit Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or proposed to be conducted; , and (dii) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all material filings with, and has given all material notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over Borrowers which are necessary or appropriate for the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectbusiness.
Appears in 2 contracts
Samples: Intellectual Property Security Agreement (Kush Bottles, Inc.), Loan and Security Agreement (Microphase Corp)
Corporate Existence; Compliance with Law. Each Credit Party The Company (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction the Commonwealth of incorporation or organization set forth in Disclosure Schedule (3.1)Massachusetts; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate and organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; (d) subject to the specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities Entities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could where the failure to do so would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of lawand, except where the failure to comply, individually or in the aggregate, could as would not reasonably be expected to have a Material Adverse Effect, all such licenses, permits, consents or approvals and filings are in full force and effect; (e) is in compliance with its Articles of Organization and By-laws; and (f) subject to the specific representations set forth herein regarding ERISA, Environmental Laws, Tax and other Laws, is in compliance with all applicable provisions of Law, except to the extent permitted by the Bankruptcy Code or where the failure to comply would not reasonably be expected to have a Material Adverse Effect. As of the date hereof, the Company has made available (including by filing publicly by XXXXX with the SEC) to the Investor a complete and correct copy of the Articles of Organization and the By-laws of the Company, each as amended to date and each of which as made available is in full force and effect.
Appears in 2 contracts
Samples: Investment Agreement (Savitr Capital, LLC), Investment Agreement (Molecular Insight Pharmaceuticals, Inc.)
Corporate Existence; Compliance with Law. Each Credit Party of the U.S. Borrower and its Material Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing (where such concept is legally relevant) under the laws of its respective the jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); its organization, (b) is duly qualified to conduct do business as a foreign corporation and is in good standing in (where such concept is legally relevant) under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing (where such concept is legally relevant) would not not, in the aggregate, reasonably be expected to have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted; , (d) subject with respect to specific representations regarding Environmental Laws contained the U.S. Borrower and its Material Subsidiaries that are Domestic Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the Environmental Indemnity Agreementaggregate, reasonably be expected to have a Material Adverse Effect and (f) has all material necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all material necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not for licenses, permits, consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to obtain or make would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. SECTION 5.02.
Appears in 2 contracts
Samples: Credit Agreement (FMC Corp), Credit Agreement (FMC Corp)
Corporate Existence; Compliance with Law. Each Corporate Credit Party ---------------------------------------- Party: (a) is is, as of the Closing Date, and will continue to be (i) a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Disclosure Schedule formation, (3.1); (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Transaction Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or proposed to be conducted; , and (dii) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all material filings with, and has given all material notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over such Corporate Credit Party which are necessary or appropriate for the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectbusiness.
Appears in 2 contracts
Samples: Loan and Security Agreement (Nutrition for Life International Inc), Loan and Security Agreement (Advanced Nutraceuticals Inc/Tx)
Corporate Existence; Compliance with Law. Each Credit Party of the U.S. Borrower and its Material Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing (where such concept is legally relevant) under the laws of its respective the jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); its organization, (b) is duly qualified to conduct do business as a foreign corporation and is in good standing in (where such concept is legally relevant) under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing (where such concept is legally relevant) would not not, in the aggregate, reasonably be expected to have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted; , (d) subject with respect to specific representations regarding Environmental Laws contained the U.S. Borrower and its Material Subsidiaries that are Domestic Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the Environmental Indemnity Agreementaggregate, reasonably be expected to have a Material Adverse Effect and (f) has all material necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all material necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably for licenses, permits, consents, approvals or filings that can be expected obtained or made by the taking of ministerial action to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws secure the grant or partnership transfer thereof or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to complyobtain or make would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (FMC Corp), Credit Agreement (FMC Corp)
Corporate Existence; Compliance with Law. Each Credit Party Guarantor (ai) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing existing, and in good standing under the laws of the state of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1)organization; (bii) is duly qualified to conduct do business and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, qualification (except where the for jurisdictions in which such failure so to qualify or to be so qualified in good standing would not have a Material Adverse Effectmaterially adverse effect on (A) the business, operations, prospects, or financial condition of Borrower or each Guarantor, (B) each Guarantor's ability to pay the Secured Obligations in accordance with the terms hereof, or (C) the Collateral, Holder's Lien on the Collateral, or the priority of any such Lien); (ciii) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber mortgage, and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore, and proposed to be conducted; (div) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents consents, or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities governmental authorities having jurisdiction, to the extent required for such ownership, operation operation, and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (ev) is in compliance with its charter articles or certificate of incorporation and bylaws or partnership or operating agreement, as applicableby-laws; and (fvi) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except law where the failure to comply, individually or in the aggregate, could not reasonably be expected to comply would have a Material Adverse Effectmaterially adverse effect on (A) the business, operations, prospects, assets, or financial or other condition of Borrower or such Guarantor, (B) such Guarantor's ability to pay the Secured Obligations in accordance with the terms hereof, or (C) the Collateral, Holder's Lien on the Collateral, or the priority of any such Lien.
Appears in 2 contracts
Samples: Guaranty (Brilliant Digital Entertainment Inc), Guaranty (Brilliant Digital Entertainment Inc)
Corporate Existence; Compliance with Law. Each Credit Party Borrower: (a) is is, as of the Closing Date, and will continue to be (i) a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Disclosure Schedule formation, (3.1); (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or proposed to be conducted; , and (dii) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all material filings with, and has given all material notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over Borrower which are necessary or appropriate for the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectbusiness.
Appears in 2 contracts
Samples: Loan and Security Agreement (Trailer Bridge Inc), Loan and Security Agreement (Trailer Bridge Inc)
Corporate Existence; Compliance with Law. Each Credit Party of Holdings and its Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); organization, (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in exposure to losses or liabilities which could reasonably be expected to have a Material Adverse Effect; , (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; , (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect; , (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; , and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is (and its respective properties are) in compliance with all applicable provisions of law, except where the failure to complycomply with such laws, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Kmart Holding Corp), Credit Agreement (Kmart Holding Corp)
Corporate Existence; Compliance with Law. Each Credit Party Except as set forth on Schedule 5.3, each Group Member (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); its organization, (b) has the 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 to conduct business as a foreign corporation and is in good standing in under the laws of each other jurisdiction where its ownership ownership, lease or lease operation of property or the conduct of its business requires such qualification, qualification except where to the extent that the failure to be so qualified would not have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; , (d) owns and/or possess all legally required certificates, certifications, permits, licenses, authorizations, consents and approvals (collectively, the "Certifications") from any health care and/or insurance-related federal, state, Commonwealth of Puerto Rico or local governmental or quasi-governmental authority or any agency, board, authority or entity concerned with the ownership or operation of any Group Member as a company providing healthcare, health services or other insurance benefits and/or as a managed care plan (collectively, "Health Plan Authorities") except to the extent that the failure to own and/or possess such Certifications could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (e) is in compliance with its charter and bylaws or partnership or operating agreementall Requirements of Law, as applicable; and (f) subject to specific representations set forth herein regarding ERISAincluding, tax and other without limitation, material provisions of the laws, or specific representations regarding Environmental Laws set forth in ordinances, statutes, codes, regulations, orders of all Health Plan Authorities having jurisdiction over the Environmental Indemnity Agreement, is in compliance with all applicable provisions financing and operation of law, the Group Members except where to the extent that the failure to complycomply therewith could not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Aveta Inc), Credit Agreement (Aveta Inc)
Corporate Existence; Compliance with Law. Each Credit Party Company (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws Laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1)3.09; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; (d) subject to the specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities Entities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and, except as would not reasonably be expected to have a Material Adverse Effect, all such licenses, permits, consents or approvals and filings are in full force and effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicablebylaws; and (f) subject to the specific representations set forth herein regarding ERISA, tax Environmental Laws, Tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity AgreementLaws, is in compliance with all applicable provisions of lawLaw, except to the extent permitted by the Bankruptcy Code or where the failure to comply, individually or in the aggregate, could comply would not reasonably be expected to have a Material Adverse Effect. As of the date hereof, each of the Companies has made available (including by filing publicly by XXXXX with the SEC) to the Investor a complete and correct copy of the certificates of incorporation and the bylaws of the Companies, each as amended to date and each of which as made available is in full force and effect.
Appears in 2 contracts
Samples: Investment Agreement (Republic Airways Holdings Inc), Investment Agreement (Frontier Airlines Holdings, Inc.)
Corporate Existence; Compliance with Law. Each Credit Party (ai) Borrower and each Material Subsidiary is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Disclosure Schedule (3.1); (b) and is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except qualification and where the any failure to so qualify, individually or in the aggregate, could reasonably be so qualified would not expected to have a Material Adverse Effect; (cii) Borrower and each Material Subsidiary has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore and proposed to be conducted; (diii) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, each Loan Party has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conductconduct other than those licenses, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws permits, consents, approvals, filings or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where notices which the failure to complyobtain, make or give, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; (iv) Borrower and each Material Subsidiary is in compliance with its certificate or articles of incorporation and by-laws; and (v) each Loan Party is in compliance in all respects with all applicable provisions of law other than those provisions of law any failure to comply with, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Figgie International Inc /De/), Credit Agreement (Scott Technologies Inc)
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, corporation or limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in the Disclosure Schedule (3.1)Document; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effectreasonably be expected to result in exposure to losses, damages or liabilities in excess of $500,000; (c) has the requisite corporate or limited liability company power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) to the best of each Credit Party's actual knowledge, is in compliance with and has all licenses required under all laws applicable consumer credit and collection laws, except where the failure to be in compliance or have such licenses could not be reasonably expected to have a Material Adverse Effect; and (g) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Loan and Security Agreement (Asta Funding Inc), Loan Agreement (Asta Funding Inc)
Corporate Existence; Compliance with Law. Each Credit Party Loan Party: (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Disclosure Schedule (3.1); (b) and is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where qualification and the failure to so qualify, individually or in the aggregate, could not reasonably be so qualified would not expected to have or result in a Material Adverse Effect; (cb) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore and proposed to be conducted; (dc) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the extent any failure to complyobtain any such license, permit, consent or approval or make any such filing or give any such notice, individually or in the aggregate, could not reasonably be expected to have or result in a Material Adverse Effect; (d) is in compliance with its certificate or articles of incorporation and by-laws; and (e) is in compliance in all respects with all applicable provisions of law except to the extent that such non-compliance, individually or in the aggregate, could not reasonably be expected to have or result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Galyans Trading Co Inc), Credit Agreement (Dicks Sporting Goods Inc)
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule DISCLOSURE SCHEDULE (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effectresult in exposure to losses, damages or liabilities in excess of $50,000 and DISCLOSURE SCHEDULE (3.1) sets forth all such jurisdictions as of the Closing Date; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Tefron LTD)
Corporate Existence; Compliance with Law. Each Credit Party The Parent and each ---------------------------------------- Originator (ai) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1)organization; (bii) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would is not have reasonably likely to result in a Material Adverse Effect; (ciii) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now now, heretofore and proposed to be conducted; (div) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could where the failure to obtain such licenses, permits, consents or approvals is not reasonably be expected likely to have result in a Material Adverse Effect; (ev) is in compliance with its charter constituent and bylaws or partnership or operating agreement, as applicable; organizational documents and (fvi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax laws and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except (in the case of each of clauses (ii) through (vi)) where the failure to ------------ ---- comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Receivables Sale Agreement (Imperial Sugar Co /New/)
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effectresult in exposure to losses, damages or liabilities in excess of $100,000; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreementand any scheduled exceptions thereto, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations and any scheduled exceptions thereto set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each Corporate Credit Party Party: vii) is, as of the Closing Date, and will continue to be (a18) is a corporation, limited liability company or limited partnership partnership, as applicable, duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Disclosure Schedule organization, (3.1); (b19) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect, and (20) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (cand viii) has and will continue to have (1) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or proposed to be conducted; , and (d2) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all material filings with, and has given all material notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over such Corporate Credit Party that are necessary or appropriate for the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectbusiness.
Appears in 1 contract
Samples: Loan and Security Agreement (House of Taylor Jewelry, Inc.)
Corporate Existence; Compliance with Law. Each Corporate Credit Party Party: (a) is -------------------- is, as of the Closing Date, and will continue to be (i) a corporation, limited liability company or limited partnership partnership, as applicable, duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Disclosure Schedule organization, (3.1); (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or proposed to be conducted; , and (dii) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all material filings with, and has given all material notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over such Corporate Credit Party that are necessary or appropriate for the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectbusiness.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each Credit Party NBC (ai) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1)incorporation; (bii) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified qualified, individually or in the aggregate would not have a Material Adverse Effect; (ciii) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed Supplemental Agreement to be conducted; (div) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities Entities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (ev) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableby-laws; and (fvi) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of lawlaw (including, without limitation, the Communications Act), except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in exposure to losses or liabilities which could reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as where the failure to have obtained any such license, permit, consent or approval or give any such notice individually or in the aggregate, could not reasonably be expected to have cause a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, laws (it being understood that no representation or warranty is intended to be given herein with respect to laws covered by such specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreementrepresentations), is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1)incorporation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; , except where the failure to have such power and authority could not reasonably be expected to have a Material Adverse Effect, (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conductconduct except for such licenses, except as approvals, consents and permits, the failure to have which could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableby-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Drugmax Inc)
Corporate Existence; Compliance with Law. Each Credit Party Borrower (a) is a corporation, corporation or limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in the Disclosure Schedule (3.1)Document; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate or limited liability company power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could where the failure to do so would not be reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) to the best of each Borrower’s actual knowledge, is in compliance with and has all licenses required under all laws, including, without limitation, all applicable consumer credit and collection laws, except where the failure to be in compliance or have such licenses would not be reasonably expected to have a Material Adverse Effect; and (g) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Loan Agreement (Asta Funding Inc)
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effectresult in exposure to losses, damages or liabilities in excess of $250,000; (c) subject to the entry of the Interim Order (or the Final Order, when applicable) by the Bankruptcy Court, has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as where the failure to have such licenses, permits, consents or approvals, make such filings or give such notices, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Applied Extrusion Technologies Inc /De)
Corporate Existence; Compliance with Law. Each Credit Party The Borrower (ai) is a corporation, limited liability company or limited partnership duly organizedformed, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth organization, is a “registered organization” as defined in Disclosure Schedule (3.1)the UCC of such jurisdiction and is not organized under the laws of any other jurisdiction; (bii) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (ciii) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now now, heretofore and proposed to be conducted; (div) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings (other than, until the Closing Date, filings of financing statements with respect to the Receivables or SEC filings required of the Parent with respect to the transactions contemplated by the Transaction Documents) with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could where the failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (ev) is in compliance with its charter and bylaws or partnership or operating limited liability company agreement, as applicable; and (fvi) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit and Security Agreement (Alpha Natural Resources, Inc.)
Corporate Existence; Compliance with Law. Each Credit Party of the Borrowers and their Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth its organization, except to the extent that the failure of the Subsidiaries (other than Fund American) to be so organized, validly existing and in Disclosure Schedule (3.1); good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (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, , except to the extent that the failure to have such power, authority and legal right could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) is duly qualified to conduct business as a foreign corporation and is in good standing in under the laws of each other jurisdiction where its ownership ownership, lease or lease operation of property Property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownershipfailure to so qualify or be in good standing could not, operation and conductin the aggregate, except as could not reasonably be expected to have a Material Adverse Effect; , and (ed) is in compliance with its charter and bylaws or partnership or operating agreementall Requirements of Law, as applicable; and (f) subject including, without limitation, with respect to specific representations set forth herein regarding ERISA, tax and other environmental laws, or specific representations regarding Environmental Laws set forth in except to the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where extent that the failure to complycomply therewith could not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The Guaranty by Fund American pursuant to Section 2.21 hereof of the outstanding principal amount of any Loans that have been advanced to White Mountains plus all Reimbursement Obligations of White Mountains in respect of Letters of Credit that have been issued for the account of White Mountains plus all accrued interest payable thereon by White Mountains hereunder is not prohibited by Section 4 of the Certificate of Designation.
Appears in 1 contract
Samples: Credit Agreement (White Mountains Insurance Group LTD)
Corporate Existence; Compliance with Law. Each Credit Party Borrower: (a) is is, as of the Closing Date, and will continue to be (i) a corporationcorporation (or in the case of both Conexus and CRLLC, a limited liability company or limited partnership company) duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Disclosure Schedule organization, (3.1); (bii) is duly qualified to conduct do business and is in good standing (or comparable status in the case of CRCI) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate (or in the case of both Conexus CRLLC, a limited liability company) power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or proposed to be conducted; , and (dii) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all material filings with, and has given all material notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over such Borrower that are necessary or appropriate for the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectbusiness.
Appears in 1 contract
Samples: Loan and Security Agreement (Creative Realities, Inc.)
Corporate Existence; Compliance with Law. Each Credit Party Borrower (a) is a ---------------------------------------- corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule ------------------- (3.1); (b) is duly qualified to conduct business and is in good standing in ----- each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effectresult in exposure to losses, damages or liabilities in excess of $500,000; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its articles of incorporation, charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.. The exact name, as of the Closing Date, of each Borrower, as each such name is set forth in official filings in the respective jurisdiction of their incorporation or organization is set forth on Disclosure Schedule (3.1). -------------------------
Appears in 1 contract
Corporate Existence; Compliance with Law. (a) Each Credit Party (ai) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing (or the foreign equivalent thereof, if any) under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule DISCLOSURE SCHEDULE (3.1); (bii) is duly qualified to conduct business and is in good standing (or the foreign equivalent thereof, if any) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not have reasonably be expected to result in a Material Adverse Effect; (ciii) has the requisite corporate, company or partnership power and corporate, company or partnership authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (div) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (ev) is in compliance with its charter and bylaws or equivalent constitutive documents or partnership or operating agreement, as applicable; and (fvi) subject to specific representations set forth herein regarding ERISAERISA or a Foreign Government Scheme or Arrangement, as applicable, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Inverness Medical Innovations Inc)
Corporate Existence; Compliance with Law. Each Corporate Credit Party Party: (a) is ------------------------------------------ is, as of the Closing Date, and will continue to be (i) a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Disclosure Schedule formation, (3.1); (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right fight to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or proposed to be conducted; , and (dii) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all material filings with, and has given all material notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over such Corporate Credit Party which are necessary or appropriate for the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectbusiness.
Appears in 1 contract
Samples: Loan and Security Agreement (Salix Pharmaceuticals LTD)
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in exposure to losses or liabilities which could reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate, limited liability company or limited partnership, as the case may be, power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, including without limitation, FERC Regulations and the FPA, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Comverge, Inc.)
Corporate Existence; Compliance with Law. Each Credit Transaction Party (ai) is a corporation, corporation or limited liability company or limited partnership duly organized, validly existing and in good standing (or equivalent status) under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1)organization; (bii) is duly qualified to conduct business and is in good standing (or equivalent status) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify could not reasonably be so qualified would not have expected to result in a Material Adverse Effect; (ciii) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now now, heretofore and proposed to be conducted; (div) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as where the failure to do any of the foregoing could not reasonably be expected to have result in a Material Adverse Effect; (ev) is in compliance with its charter articles or certificate of incorporation or certificate of formation and bylaws by-laws, operating agreement or partnership or operating limited liability agreement, as applicable; and (fvi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax laws and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to so comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect.
Appears in 1 contract
Samples: Receivables Sale and Servicing Agreement (Rexnord Corp)
Corporate Existence; Compliance with Law. Each Credit Party of Holdings, the Company and the Company's Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); its organization, (b) is duly qualified to conduct do business and is in good standing in under the laws of each other jurisdiction where its ownership or lease such qualification is necessary (including, with respect to the Australian Subsidiaries, under the laws of property or the conduct jurisdiction of its business requires such qualificationprincipal place of business), except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted; , (d) subject is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to specific representations regarding Environmental Laws contained be in compliance would not, in the Environmental Indemnity Agreementaggregate, have a Material Adverse Effect and (f) has all material licenses, permits, consents or approvals necessary Permits from or by, and has made all material necessary filings with, and has given all material necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably for Permits or filings that can be expected obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to obtain or make would not, in the aggregate, have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.. AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY
Appears in 1 contract
Samples: Credit Agreement (S&c Holdco 3 Inc)
Corporate Existence; Compliance with Law. Each Credit Party The Borrower and each of its Material Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing (or the functional equivalent thereof in the case of Foreign Subsidiaries) under the laws of its respective the jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); 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 to conduct business as a foreign corporation and is in good standing (or the functional equivalent thereof in the case of Foreign Subsidiaries) under the laws of each other jurisdiction where its ownership ownership, lease or lease operation of property or the conduct of its business requires such qualification, qualification except where the failure to be so qualified and in good standing would not have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to complynot, individually or in the aggregate, could have a material adverse effect on the business, operations, property or financial or other condition of the Borrower and its Subsidiaries taken as a whole and would not adversely affect the ability of any Loan Party to perform its respective obligations under the Loan Documents to which it is a party and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the business, operations, assets or financial or other condition of the Borrower and its Subsidiaries taken as a whole and would not reasonably be expected to adversely affect the ability of any Loan Party to perform its obligations under the Loan Documents to which it is a party.
Appears in 1 contract
Samples: Lear Corp /De/
Corporate Existence; Compliance with Law. Each Credit Party The Company and each of its Material Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing (where such concept is legally relevant) under the laws of its respective the jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); its organization, (b) is duly qualified to conduct do business as a foreign corporation and is in good standing in (where such concept is legally relevant) under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing (where such concept is legally relevant) would not not, in the aggregate, be reasonably likely to have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted; , (d) subject with respect to specific representations regarding Environmental Laws contained the Company and any Material Subsidiaries that are Domestic Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the Environmental Indemnity Agreementaggregate, be reasonably likely to have a Material Adverse Effect and (f) has all material necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all material necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably for licenses, permits, consents, approvals or filings that can be expected obtained or made by the taking of ministerial action to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws secure the grant or partnership transfer thereof or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to complyobtain or make would not, individually or in the aggregate, could not be reasonably be expected likely to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Corporate Existence; Compliance with Law. Each Credit Party Grantor: (a) is is, as of the Closing Date, and will continue to be (i) (A) a corporation, limited liability company or limited partnership partnership, as applicable, duly organized, and validly existing and (B) in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Disclosure Schedule organization, (3.1); (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite power corporate power, or limited liability company power, as applicable, and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, (ii) except as could not not, individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect; (e) is in compliance with , all licenses, permits, franchises, rights, powers, consents or approvals from or by all Persons or Governmental Authorities having jurisdiction over such Grantor that are necessary or appropriate for the conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectbusiness.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each Credit Party (a) ---------------------------------------- is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1)incorporation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to qualify, individually or in the aggregate, could not reasonably be so qualified would not expected to have a Material Adverse Effect; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as where such failures, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableby-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each of Holdings and the Credit Party Parties (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1)incorporation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have result in a Material Adverse EffectEffect (provided, however, that the parties hereto acknowledge that Holdings is not currently qualified in the State of New York, but is obligated to become qualified in New York within the time provided in the post closing undertaking of even date herewith; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such material to the ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effectconduct of any such Person; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableby-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Mim Corp)
Corporate Existence; Compliance with Law. Each Credit Party Party: (a) is is, as of the Closing Date, and will continue to be (i) (A) a corporation, limited liability company or limited partnership partnership, as applicable, duly organized, and validly existing and (B) in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Disclosure Schedule organization, (3.1); (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, (ii) except as could not not, individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect; (e) is in compliance with , all licenses, permits, franchises, rights, powers, consents or approvals from or by all Persons or Governmental Authorities having jurisdiction over such Credit Party that are necessary or appropriate for the conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectbusiness.
Appears in 1 contract
Samples: Loan Agreement (Xfone Inc.)
Corporate Existence; Compliance with Law. Each Credit Party of the Borrower and its Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its respective organization, except, in respect of good standing, for XX-Xxxxxxxx of Oak Ridge Company, a company organized and existing under the laws of Tennessee, and the Borrower agrees that, within 90 days after the Closing Date, such company shall be in good standing under the laws of its jurisdiction of incorporation or organization set forth and the Borrower shall provide to the Administrative Agent a good standing certificate for such company under the laws of such state in Disclosure Schedule (3.1); form and substance reasonably acceptable to the Administrative Agent, (b) is duly qualified to conduct do business as a foreign corporation and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect; Effect in the aggregate, (c) has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted; , (d) subject is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to specific representations regarding Environmental Laws contained be in compliance would not, in the Environmental Indemnity Agreementaggregate, have a Material Adverse Effect and (f) has all material necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all material necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably for licenses, permits, consents, approvals or filings that can be expected obtained or made by the taking of ministerial action to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws secure the grant or partnership transfer thereof or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to complyobtain or make would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Washington Group International Inc)
Corporate Existence; Compliance with Law. Each Credit Party of the U.S. Borrower and its Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); its organization, (b) is duly qualified to conduct do business as a foreign corporation and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, be reasonably likely to have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted; , (d) subject with respect to specific representations regarding Environmental Laws contained the U.S. Borrower and the Domestic Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the Environmental Indemnity Agreementaggregate, be reasonably likely to have a Material Adverse Effect and (f) has all material necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all material necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably for licenses, permits, consents, approvals or filings that can be expected obtained or made by the taking of ministerial action to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws secure the grant or partnership transfer thereof or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to complyobtain or make would not, individually or in the aggregate, could not be reasonably be expected likely to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Corporate Existence; Compliance with Law. Each Credit Party of the Borrower and its Restricted Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and, except where the failure to be in good standing could not reasonably be expected to have a Material Adverse Effect, in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified would or in good standing could not reasonably be expected to have a Material Adverse Effect; , (c) has the all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted; , (d) subject is in compliance with its Constituent Documents, (e) is in compliance with all Requirements of Law except where the failure to specific representations regarding Environmental be in compliance could not reasonably be expected to have a Material Adverse Effect; provided, however, that where such compliance relates to any Anti-Corruption Laws, Anti-Money Laundering Laws contained or Sanctions, each of the Borrower and its Subsidiaries is in the Environmental Indemnity Agreement, compliance in all material respects; and (f) has all material necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all material necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably for licenses, permits, consents, approvals or filings that can be expected obtained or made by the taking of ministerial action to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws secure the grant or partnership transfer thereof or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure of which to complyobtain or make could not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each Credit Loan Party (aother ----------------------------------------- than KMC after the consummation of the Merger) and each of its Subsidiaries is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Disclosure Schedule its incorporation. Each Loan Party and each of its Subsidiaries (3.1); (bi) is duly qualified to conduct transact business as a foreign corporation and is in good standing as a foreign corporation under the laws of each jurisdiction in each other jurisdiction where its ownership or lease of property or which the conduct nature of its business or the location of its property requires such qualificationit to be so qualified, except where the failure to be so qualified would not have has no reasonable likelihood of having a Material Adverse Effect; (cii) has the all requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted; (diii) subject to specific representations regarding Environmental Laws contained is in compliance with its certificate of incorporation and by-laws; (iv) is in compliance with all applicable Requirements of Law, except for such non-compliances that, individually or in the Environmental Indemnity Agreementaggregate, have no reasonable likelihood of having a Material Adverse Effect; and (v) has all material necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all material necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably for licenses, permits, consents or approvals which can be expected obtained by the taking of ministerial action to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws secure the grant or partnership transfer thereof or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where which the failure to complyhave, individually or in the aggregate, could not reasonably be expected to would have no reasonable likelihood of having a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not have reasonably be expected to result in a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (d) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (American Lawyer Media Holdings Inc)
Corporate Existence; Compliance with Law. Each Credit Party and each ---------------------------------------- of its Subsidiaries (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1)incorporation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effectresult in exposure to losses, damages or liabilities in excess of (i) $100,000 for any Credit Party or (ii) $500,000 for all Credit Parties in the aggregate; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableby-laws; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of lawlaw (including, but not limited to, with respect to all Real Estate, any applicable federal, state or local codes, ordinances, laws, rules and regulations, including building codes, safety and fire codes, and zoning and land use laws, disabled access requirements, and seismic safety laws) except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (DISCLOSURE SCHEDULE 3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in losses or liabilities which could reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as where the failure to do so would not result in losses or liabilities which could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each Credit Party of the Parent and its Restricted Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and, except where the failure to be in good standing could not reasonably be expected to have a Material Adverse Effect, in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified would or in good standing could not reasonably be expected to have a Material Adverse Effect; , (c) has the all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted; , (d) subject is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to specific representations regarding Environmental Laws contained be in compliance could not, in the Environmental Indemnity Agreementaggregate, be reasonably expected to have a Material Adverse Effect and (f) has all material necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all material necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably for licenses, permits, consents, approvals or filings that can be expected obtained or made by the taking of ministerial action to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws secure the grant or partnership transfer thereof or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure of which to complyobtain or make could not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. (a) Each Credit Party (ai) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing (or the foreign equivalent thereof, if any) under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (bii) is duly qualified to conduct business and is in good standing (or the foreign equivalent thereof, if any) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not have reasonably be expected to result in a Material Adverse Effect; (ciii) has the requisite corporate, company or partnership power and corporate, company or partnership authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (div) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (ev) is in compliance with its charter and bylaws or equivalent constitutive documents or partnership or operating agreement, as applicable; and (fvi) subject to specific representations set forth herein regarding ERISAERISA or a Foreign Government Scheme or Arrangement, as applicable, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and (vii) without limiting any other provision of this Section 3.1, has received all approvals required by applicable regulations of the FDA (and the equivalent Governmental Authority of each country in which any Credit Party operates, conducts business or distributes products), and each such approval is and remains in full force and effect, except where the failure to have received or maintained such approvals could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Inverness Medical Innovations Inc)
Corporate Existence; Compliance with Law. Each Credit Party of Holdings and its Subsidiaries other than the Designated Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); its organization, (b) is duly qualified to conduct do business as a foreign corporation and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect; Effect in the aggregate over all such failures, (c) has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted; , (d) subject is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to specific representations regarding Environmental Laws contained be in compliance would not, in the Environmental Indemnity Agreementaggregate over all such failures, have a Material Adverse Effect and (f) has all material necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all material necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably for licenses, permits, consents, approvals or filings that can be expected obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to obtain or make would not, in the aggregate over all such failures, have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.. 56
Appears in 1 contract
Samples: Credit Agreement (Aviall Inc)
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule DISCLOSURE SCHEDULE (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in Laws, the Environmental Indemnity AgreementCommunications Act (and the regulations promulgated thereunder) and FCC Licenses, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, communications laws, including the Communications Act, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Radio Unica Corp)
Corporate Existence; Compliance with Law. Each Credit Party of Holdings, the Borrower and their respective Subsidiaries (a) is a corporation, limited liability company duly organized or limited partnership duly organizedformed, validly existing and (to the extent applicable in the jurisdiction of organization of such Subsidiaries (other than the Borrower)) in good standing under the laws of the jurisdiction of its organization, except, solely in the case of Subsidiaries of Holdings that are not Loan Parties, where the failure to be so organized, existing or in good standing would not reasonably be expected, in the aggregate, to have a Material Adverse Effect (b) is duly qualified to do business as a foreign entity and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing would not reasonably be expected, in the aggregate, to have a Material Adverse Effect; , (c) has the all requisite corporate, limited liability company or other similar organizational power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted; , except, solely in the case of Subsidiaries of Holdings that are not Loan Parties, where the failure to have such power and authority would not reasonably be expected, in the aggregate, to have a Material Adverse Effect, (d) subject is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to specific representations regarding Environmental Laws contained be in compliance would not reasonably be expected, in the Environmental Indemnity Agreementaggregate, to have a Material Adverse Effect, and (f) has all material licenses, permits, consents or approvals necessary Permits from or by, and has made all material necessary filings with, and has given all material necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except as could for Permits or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to obtain or make would not reasonably be expected expected, in the aggregate, to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.. SECOND AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each Such Credit Party and each Subsidiary of such Credit Party: (a) is a corporation, limited liability company corporation or limited partnership other entity duly organized, validly existing and and, if applicable, in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effectresult in exposure to losses, damages or liabilities in excess of $100,000; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained and except with respect to XX Xxxxxxx and WD BPI as disclosed in the Environmental Indemnity Agreement, Disclosure Schedule (3.22) has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter charter, bylaws, memorandum of association and bylaws or partnership or operating agreementarticles of association, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each Corporate Credit Party Party: (a) is is, as of the Closing Date, and will continue to be (i) a corporation, limited liability company or limited partnership partnership, as applicable, duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Disclosure Schedule organization, (3.1); (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or proposed to be conducted; , and (dii) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all material filings with, and has given all material notices to, all Persons or Governmental Authorities having jurisdictionjurisdiction over such Corporate Credit Party (“ Government License”) that are necessary or appropriate for the conduct of its business, except (A) Government Licenses referenced in Section 3.1(a)(i) and Section 3.1(a)(ii) hereinabove, and (B) to the extent required for that failure to have any such ownership, operation and conduct, except as Government License described in this Section 3.1(b)(ii) could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Advance Effect.
Appears in 1 contract
Samples: Loan and Security Agreement (Cover All Technologies Inc)
Corporate Existence; Compliance with Law. Each Credit Party Borrower: (a) is is, as -------------------------------------------- of the Closing Date, and will continue to be (i) a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction the State of incorporation or organization set forth in Disclosure Schedule Texas, (3.1); (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or proposed to be conducted; , and (dii) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all material filings with, and has given all material notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over Borrower that are necessary or appropriate for the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of lawbusiness, except where the failure to complymaintain such licenses, individually permits, franchises, rights, powers, consents or in the aggregate, approvals could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Loan and Security Agreement (Charys Holding Co Inc)
Corporate Existence; Compliance with Law. Each Credit Party of Borrower and Servicer (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1)incorporation; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have result in exposure to losses, damages or liabilities in excess of $50,000 with respect to Borrower or would not result in a Material Adverse EffectEffect with respect to Servicer; (c) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could where the failure to do so would not reasonably be expected result in exposure to have losses, damages or liabilities in excess of $50,000 with respect to Borrower or would not result in a Material Adverse EffectEffect with respect to Servicer; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicablebylaws; and (f) subject to specific representations set forth herein regarding ERISACredit Collection Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Credit Store Inc)
Corporate Existence; Compliance with Law. Each Credit Party Borrower (ai) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction the state of incorporation or organization set forth in Disclosure Schedule (3.1)their creation; (bii) is if organized in corporate form (x) are duly qualified to conduct business as foreign corporations and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect; , (cy) has have the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its their properties, to lease the property it operates they operate under lease lease, and to conduct its their business as now now, heretofore and proposed to be conducted, (z) are in compliance with their certificate or articles of incorporation and by-laws, (z) are in compliance with their certificate or articles of incorporation and by-laws ; (diii) subject if organized as a limited liability company, (x) have the requisite corporate power and authority and the legal right to specific representations regarding Environmental Laws contained own, pledge, mortgage or otherwise encumber and operate their properties, to lease the property they operate under lease, and to conduct their business as now, heretofore and proposed to be conducted, (z) are in the Environmental Indemnity Agreement, has compliance with their certificate or articles of incorporation and operating agreements; (iv) have all material licenses, permits, consents or approvals from or by, and has have made all material filings with, and has have given all material notices to, all Governmental Authorities governmental authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (ev) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is are in compliance with all applicable provisions of law, except law where the failure to comply, individually or in the aggregate, could not reasonably be expected to comply would have a Material Materially Adverse EffectEffect on the business, operations, prospects, assets or financial or other condition of Borrowers, and each Borrower's ability to pay the obligations in accordance with the terms thereof.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each Corporate Credit Party Party: (a) is is, as of the Closing Date, and will continue to be (i) a corporation, limited liability company or limited partnership partnership, as applicable, duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Disclosure Schedule organization, (3.1); (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or proposed to be conducted; , and (dii) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all material filings with, and has given all material notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over such Corporate Credit Party that are necessary or appropriate for the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of lawbusiness, except where the failure to complyobtain such licenses, individually permits or in the aggregate, approvals could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Loan and Security Agreement (Youthstream Media Networks Inc)
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, and their respective jurisdiction of incorporation or organization are as set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, in each case except as where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, Communications Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of lawlaw and regulation, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except as set forth in Disclosure Schedule (3.1), each Credit Party has all Communications Licenses and Governmental Authorizations and has filed all required federal and state applications and notifications, in each case necessary for the operation of the Telecommunications Businesses in the United States respectively conducted by the Credit Parties (the Communications Licenses, Governmental Authorizations and federal and state applications and notifications necessary for the operation of the Telecommunications Businesses in the United States respectively conducted by the Credit Parties, the “Telecommunications Approvals”), except for those Telecommunications Approvals the absence of which, individually or in the aggregate, could not reasonably be expect to have a Material Adverse Effect. As of the Closing Date, Disclosure Schedule (3.1) correctly lists (i) all such Communications Licenses and Governmental Authorizations; (ii) the geographical area to which each of such Communications Licenses and Governmental Authorizations relates; (iii) the Governmental Authority that issued each of such Communications Licenses and Governmental Authorizations; (iv) the expiration date, if any, of each of such Communications Licenses and Governmental Authorizations; and (v) if not issued in the name of a Credit Party, the name of the Person in whose name such Communications Licenses and Governmental Authorizations are nominally issued. As of the Closing Date, all Telecommunications Approvals granted to the Credit Parties remain in full force and effect, except to the extent the failure thereof to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and have not been revoked, suspended, canceled or modified in any adverse way, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and are not subject to any conditions or requirements that are not generally imposed by the FCC, any PUC, any Franchising Authority or any other Governmental Authority upon the holders of such Telecommunications Approvals that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as set forth in Disclosure Schedule (3.1), each Credit Party has filed all required reports, applications and statements of account with the FCC, the Copyright Office, any PUC and any Franchising Authority, as the case may be, and has paid all Franchise, license, regulatory, copyright royalty or other fees and charges which have become due pursuant to any Telecommunications Approvals, except for fees or charges the failure to pay, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except as set forth in Disclosure Schedule (3.1), no Credit Party is in violation of, or in default of, in a manner that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, any applicable Communications Law or the provisions, terms and conditions of any Telecommunications Approval. There are no pending or, to the knowledge of any Credit Party, threatened formal complaints, proceedings, letters of inquiry, notices of apparent liability, investigations, protests, petitions or other written objections against any Credit Party at the FCC or the PUC or Franchising Authority of any jurisdiction in which any Credit Party operates, except for matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Otelco Inc.)
Corporate Existence; Compliance with Law. Each Credit Party of the U.S. Borrower and its Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); its organization, (b) is duly qualified to conduct do business as a foreign corporation and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, be reasonably likely to have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted; , (d) subject with respect to specific representations regarding Environmental Laws contained the U.S. Borrower and the Domestic Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the Environmental Indemnity Agreementaggregate, be reasonably likely to have a Material Adverse Effect and (f) has all material necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all material necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not for licenses, permits, consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to obtain or make would not, in the aggregate, be reasonably be expected likely to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.. AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Corporate Existence; Compliance with Law. Each Credit Party of the Borrower and its Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); its organization, (b) is duly qualified to conduct do business as a foreign corporation and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, be reasonably likely to have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and 57 Credit Agreement FMC Corporation to conduct its business as now or currently proposed to be conducted; , (d) subject with respect to specific representations regarding Environmental Laws contained the Borrower and the Domestic Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the Environmental Indemnity Agreementaggregate, be reasonably likely to have a Material Adverse Effect and (f) has all material necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all material necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably for licenses, permits, consents, approvals or filings that can be expected obtained or made by the taking of ministerial action to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws secure the grant or partnership transfer thereof or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to complyobtain or make would not, individually or in the aggregate, could not be reasonably be expected likely to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Corporate Existence; Compliance with Law. Each Corporate Credit Party ---------------------------------------- Party: (a) is is, as of the Closing Date, and will continue to be (i) a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Disclosure Schedule formation, (3.1); (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the . requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or proposed to be conducted; , and (dii) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all material filings with, and has given all material notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over such Corporate Credit Party which are necessary or appropriate for the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectbusiness.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each Corporate Credit Party Party: (a) is is, as of the Closing Date, and will continue to be (i) a corporation, corporation or limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Disclosure Schedule its formation, (3.1); (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or proposed to be conducted; , and (dii) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all material filings with, and has given all material notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over such Corporate Credit Party which are necessary or appropriate for the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectbusiness.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in exposure to losses or liabilities which could reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as for such licenses, permits, consents, approvals or filings that can be obtained or made by the taking ministerial action to secure the grant or transfer thereof or the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement
Corporate Existence; Compliance with Law. Each Credit Party of the Borrower and each Group Member (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); its organization, (b) is duly qualified to conduct do business as a foreign entity and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its propertiesproperty, to lease the or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted; , (d) subject is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to specific representations regarding Environmental be in compliance would not have a Material Adverse Effect (except in respect of Anti-Corruption Laws, Anti-Money Laundering Laws contained and CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM CORP. OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. Corrupt Practices Law, in which case the Environmental Indemnity Agreement, relevant party shall be compliance in all respects) and (f) has all material licenses, permits, consents or approvals necessary Permits from or by, and has made all material necessary filings with, and has given all material necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conductlease, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with sublease, operation, occupation or conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of lawbusiness, except where the failure to complyobtain such Permits, individually make such filings or give such notices would not, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Guaranty Agreement (Cinedigm Corp.)
Corporate Existence; Compliance with Law. Each Corporate Credit Party Party: (a) is is, as of the Closing Date, and will continue to be (i) a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Disclosure Schedule formation, (3.1); (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or proposed to be conducted; , and (dii) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all material filings with, and has given all material notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over such Corporate Credit Party which are necessary or appropriate for the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of lawbusiness, except where the failure to complyhave such licenses, individually permits, franchises, rights, powers, consents or in the aggregate, could approvals from and by such Persons or Governmental Authorities would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each Credit Party The Company and each Affiliation Subsidiary (ai) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1)incorporation; (bii) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified qualified, individually or in the aggregate, would not have a Material Adverse Effect; (ciii) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (div) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents orders, consents, approvals, registrations, authorizations or approvals qualifications from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities Entities having jurisdiction, to the extent required for such ownership, operation and conductconduct (collectively, the "PERMITS"), except as could where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (ev) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableby-laws; and (fvi) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of lawlaw (including, without limitation, the Communications Act) and the Permits, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each Credit Party Group Member (a) is a corporation, limited liability company or limited partnership duly organized, validly existing or incorporated and in good standing (in any case where such expression has legal significance) under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1)organization; (b) is duly qualified to conduct business and is in good standing (in any case where such expression has legal significance) in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, charge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conductedconducted or proposed to be conducted except where the failure to have such power would not reasonably be expected to have a Material Adverse Effect; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all 72 Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could other than those licenses, permits, consents and approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreementagreement or memorandum and articles of association (or equivalent), as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of lawlaw and regulation, except where the failure to comply, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each Credit Party (a1) is a corporationcorporation duly incorporated, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1)incorporation; (b2) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effectresult in exposure to losses, damages or liabilities in excess of C$50,000 or the Equivalent Amount thereof in another currency and would not restrict the Credit Party from collecting (including bringing any legal action to collect) any of its Accounts; (c3) has the requisite corporate power and authority and the legal right to own, pledge, mortgage mortgage, hypothecate or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now now, heretofore and proposed to be conducted; (d4) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, where the failure to the extent required for have such licenses, permits or consents could, in any material respect, affect such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e5) is in compliance with its charter constating documents and bylaws or partnership or operating agreement, as applicableby-laws; and (f6) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Hockey Co)
Corporate Existence; Compliance with Law. Each Credit Party Parent Guarantor and each Originator (ai) is a corporation, corporation or limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization as set forth in Disclosure on Schedule (3.1)4.01(a) attached hereto; (bii) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would is not have reasonably likely to result in a Material Adverse Effect; (ciii) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business business, in each case, as now now, heretofore and proposed to be conducted; (div) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could where the failure to obtain such licenses, permits, consents or approvals is not reasonably be expected likely to have result in a Material Adverse Effect; (ev) is in compliance with its charter and bylaws or partnership or operating agreement, as applicableCharter Documents; and (fvi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax laws and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (K2 Inc)
Corporate Existence; Compliance with Law. Each Credit Party The Borrower (a) is a)is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction the State of incorporation or organization set forth in Disclosure Schedule (3.1)Delaware; (b) is b)is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in losses or liabilities which could reasonably be expected to have a Material Adverse Effect; (c) c)subject to the entry by the Bankruptcy Court of the Lending Order, has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has d)has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as where the failure to do so would not result in losses or liabilities which could not reasonably be expected to have a Material Adverse Effect; (e) is e)is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is f)is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each Credit Party of the U.S. Borrower and its Material Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing (where such concept is legally relevant) under the laws of its respective the jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); its organization, (b) is duly qualified to conduct do business as a foreign corporation and is in good standing in (where such concept is legally relevant) under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing (where such concept is legally relevant) would not not, in the aggregate, reasonably be expected to have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted; , (d) subject with respect to specific representations regarding Environmental Laws contained the U.S. Borrower and its Material Subsidiaries that are Domestic Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the Environmental Indemnity Agreementaggregate, reasonably be expected to have a Material Adverse Effect and (f) has all material necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all material necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not for licenses, permits, consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 77 failure to obtain or make would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. SECTION 5.02.
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Corporate Existence; Compliance with Law. Each Credit Party of the Borrowers and their Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth its organization, except to the extent that the failure of the Subsidiaries (other than Fund American) to be so organized, validly existing and in Disclosure Schedule (3.1); good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (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,, except to the extent that the failure to have such power, authority and legal right could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) is duly qualified to conduct business as a foreign corporation and is in good standing in under the laws of each other jurisdiction where its ownership ownership, lease or lease operation of property Property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownershipfailure to so qualify or be in good standing could not, operation and conductin the aggregate, except as could not reasonably be expected to have a Material Adverse Effect; , and (ed) is in compliance with its charter and bylaws or partnership or operating agreementall Requirements of Law, as applicable; and (f) subject including, without limitation, with respect to specific representations set forth herein regarding ERISA, tax and other environmental laws, or specific representations regarding Environmental Laws set forth in except to the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where extent that the failure to complycomply therewith could not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The Guaranty by Fund American pursuant to Section 2.21 hereof of the outstanding principal amount of any Loans that have been advanced to White Mountains plus all Reimbursement Obligations of White Mountains in respect of Letters of Credit that have been issued for the account of White Mountains plus all accrued interest payable thereon by White Mountains hereunder is not prohibited by Section 4 of the Certificate of Designation.
Appears in 1 contract
Samples: Credit Agreement (White Mountains Insurance Group LTD)
Corporate Existence; Compliance with Law. Each Credit Party Borrower, BTITC and each Subsidiary of Borrower: (a) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization set forth in Disclosure Schedule (3.1); (b) and is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect, and Borrower shall give Agent prompt notice of any additional jurisdictions in which Borrower, BTITC, or any Subsidiary of Borrower becomes qualified to do business after the Closing Date; (cb) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore and proposed to be conducted; (dc) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities federal and state authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (d) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all local and municipal authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could where the failure to obtain such licenses, permits, consents or approvals, make such filings or give such notices would not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter certificate or articles of incorporation and bylaws or partnership or operating agreement, as applicableby-laws; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except law where the failure to comply, individually comply would have or result in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Loan Agreement (Bti Telecom Corp)
Corporate Existence; Compliance with Law. Each Credit Party of the Borrower and its Subsidiaries (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1)its incorporation; (b) is duly qualified to conduct business as a foreign entity and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified would or in good standing could not have be reasonably expected to result in a Material Adverse EffectChange; (c) has the all requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted; (d) subject is in compliance with its Constituent Documents; (e) is in compliance with all applicable Requirements of Law except where the failure to specific representations regarding Environmental Laws contained be in compliance could not in the Environmental Indemnity Agreement, aggregate be reasonably expected to result in a Material Adverse Change; and (f) has all material necessary licenses, permits, consents or approvals from or by, and has made all material necessary filings with, and has given all material necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except as for licenses, permits, consents, approvals or filings which can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to obtain or make could not in the aggregate be reasonably be expected to have result in a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectChange.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each Credit Party Grantor: (a) is is, as of the Closing Date, and thereafter will continue to be (i) (A) a corporation, limited liability company or limited partnership partnership, as applicable, duly organized, and validly existing (except as otherwise expressly permitted under Section 5.3) and (B) in good standing (or its equivalent) under the laws of the jurisdiction of its incorporation or organization, (ii) duly qualified to do business and in good standing under the laws of (or its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (bequivalent) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law, Contractual Obligations and Permits that are necessary or appropriate for the conduct of such Grantor’s business, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite power corporate power, or limited liability company power, as applicable, and authority and the legal right to (A) execute and deliver the Loan Documents, in each case, as of the date of execution and delivery of such Loan Documents to which it is a party, (B) perform its obligations under the Loan Documents to which it is a party, and (C) own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, (ii) except as could not not, individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect; (e) is in compliance with , all licenses, permits, franchises, rights, powers, consents or approvals from or by all Persons or Governmental Authorities having jurisdiction over such Grantor that are necessary or appropriate for the conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectbusiness.
Appears in 1 contract
Samples: And Security Agreement (Williams Industrial Services Group Inc.)
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule DISCLOSURE SCHEDULE (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Roller Bearing Co of America Inc)
Corporate Existence; Compliance with Law. Each Credit Party Borrower: (a) is is, as of the Closing Date, and will continue to be (i) a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction the State of incorporation or organization set forth in Disclosure Schedule Louisiana, (3.1); (bii) is duly qualified to conduct do business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (cb) has and will continue to have (i) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease lease, and to conduct its business as now now, heretofore or proposed to be conducted; , and (dii) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity Agreement, has all material licenses, permits, franchises, rights, powers, consents or approvals from or by, and has made by all material filings with, and has given all material notices to, all Persons or Governmental Authorities having jurisdiction, to jurisdiction over Borrower that are necessary or appropriate for the extent required for such ownership, operation and conduct, except as could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with conduct of its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of lawbusiness, except where the failure to complymaintain such licenses, individually permits, franchises, rights, powers, consents or in the aggregate, approvals could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Loan and Security Agreement (Charys Holding Co Inc)
Corporate Existence; Compliance with Law. Each Credit Party Group Member (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); its organization, (b) is duly qualified to conduct do business as a foreign entity and is in good standing in under the laws of each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationqualification is necessary, except where the failure to be so qualified or in good standing would not not, in the aggregate, have a Material Adverse Effect; , (c) has the all requisite power and authority and the legal AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted; , (d) subject is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law (including all Health Care Laws) except where the failure to specific representations regarding Environmental Laws contained be in compliance would not, in the Environmental Indemnity Agreementaggregate, have a Material Adverse Effect, (f) has all material licenses, permits, consents or approvals necessary Permits from or by, and has made all material necessary filings with, and has given all material necessary notices to, all each Governmental Authorities Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except as could not reasonably for Permits or filings that can be expected obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to obtain or make would not, in the aggregate, have a Material Adverse Effect; , and (eg) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance all materials respects with all applicable provisions of lawlaws relating to terrorism or money laundering, except where including the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectPatriot Act.
Appears in 1 contract
Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule (3.1); (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in losses or liabilities which could reasonably be expected to have a Material Adverse Effect; (c) subject to the entry by the Bankruptcy Court of the Orders, has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) subject to specific representations regarding Environmental Laws contained in the Environmental Indemnity AgreementLaws, has all material licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except as where the failure to do so would not result in losses or liabilities which could not reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, or specific representations regarding Environmental Laws set forth in the Environmental Indemnity Agreement, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Possession Credit Agreement (Delta Air Lines Inc /De/)
