Common use of Existence, Power and Authority Clause in Contracts

Existence, Power and Authority. Each Guarantor is an entity duly organized or formed and in good standing under the laws of its state or other jurisdiction of incorporation and is duly qualified as a foreign entity and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on the financial condition, results of operation or businesses of any Guarantor or the rights of Agent and Lenders hereunder or under any of the other Financing Agreements. The execution, delivery and performance of this Guarantee is within the corporate powers of each Guarantor, have been duly authorized and are not in contravention of law or the terms of the certificates of incorporation, by-laws, or other organizational documentation of each Guarantor, or any indenture, agreement or undertaking to which any Guarantor is a party or by which any Guarantor or its property are bound. This Guarantee constitutes the legal, valid and binding obligation of each Guarantor enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws of general application affecting the enforceability of creditors’ rights generally or by general principles of equity limiting the availability of equitable remedies. Any one of Guarantors signing this Guarantee shall be bound hereby whether or not any of the other Guarantors or any other person signs this Guarantee at any time.

Existence, Power and Authority. Each Borrower and Guarantor is an entity a corporation, limited liability company or limited partnership duly organized or formed and in good standing under the laws of its state or other jurisdiction of incorporation organization and is duly qualified as a foreign entity corporation, limited liability company or limited partnership, as applicable, and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which where the failure to so qualify has or would not reasonably be expected to have a material adverse effect on the financial condition, results of operation or businesses of any Guarantor or the rights of Agent and Lenders hereunder or under any of the other Financing AgreementsMaterial Adverse Effect. The execution, delivery and performance of this Guarantee is Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within the each Borrower’s and Guarantor’s corporate powers of each Guarantoror limited liability company or limited partnership powers, (b) have been duly authorized and authorized, (c) are not in contravention of law or the terms of the certificates any Borrower’s or Guarantor’s certificate of incorporation, by-lawscertificate of formation, bylaws, operating agreement, limited partnership agreement or other organizational documentation of each Guarantordocumentation, or any indenture, material agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are boundbound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor except as permitted hereunder. This Guarantee constitutes Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligation obligations of each such Borrower and Guarantor enforceable in accordance with its terms, their respective terms except as the enforceability thereof may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar laws of general application affecting the enforceability enforcement of creditors’ rights generally or and by general equitable principles of (whether enforcement is sought by proceedings in equity limiting the availability of equitable remedies. Any one of Guarantors signing this Guarantee shall be bound hereby whether or not any of the other Guarantors or any other person signs this Guarantee at any timelaw).

Existence, Power and Authority. Each Borrower and Guarantor is an entity a corporation, limited liability company, limited partnership or trust duly organized or formed and in good standing under the laws of its state or other jurisdiction of incorporation or formation and is duly qualified as a foreign entity corporation, limited liability company, limited partnership or trust and in good standing in all states states, provinces or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on the financial condition, results of operation or businesses of any Guarantor or the rights of Agent and Lenders hereunder or under any of the other Financing AgreementsMaterial Adverse Effect. The execution, delivery and performance of this Guarantee is Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within the corporate powers of each Borrower’s and Guarantor’s corporate, limited liability company, limited partnership or trust powers, (b) have been duly authorized and authorized, (c) are not in contravention of law or the terms of the certificates any Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, by-laws, operating agreement, limited partnership agreement, trust agreement or other organizational documentation of each Guarantordocumentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are boundbound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor, except for liens in favor of Agent, Term B Loan Agent and Subordinated Note Trustee. This Guarantee constitutes Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligation obligations of each such Borrower and Guarantor enforceable in accordance with its their respective terms, except as the such enforceability thereof may be limited by bankruptcy, insolvency insolvency, moratorium or similar laws of general application affecting the enforceability of creditors’ rights generally or and by general principles of equity limiting the availability of equitable remedies. Any one of Guarantors signing this Guarantee shall be bound hereby whether or not any of the other Guarantors or any other person signs this Guarantee at any timeprinciples.

Existence, Power and Authority. Each Borrower and Guarantor is an entity a corporation, limited liability company, limited partnership or trust duly organized or formed and in good standing under the laws of its state or other jurisdiction of incorporation or formation and is duly qualified as a foreign entity corporation, limited liability company, limited partnership or trust and in good standing in all states states, provinces or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on the financial condition, results of operation or businesses of any Guarantor or the rights of Agent and Lenders hereunder or under any of the other Financing AgreementsMaterial Adverse Effect. The execution, delivery and performance of this Guarantee is Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within the corporate powers of each Borrower’s and Guarantor’s corporate, limited liability company, limited partnership or trust powers, (b) have been duly authorized and authorized, (c) are not in contravention of law or the terms of the certificates any Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, by-laws, operating agreement, limited partnership agreement, trust agreement or other organizational documentation of each Guarantordocumentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are boundbound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor, except for liens in favor of Agent, First Lien Agent and the Subordinated Note Trustee. This Guarantee constitutes Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligation obligations of each such Borrower and Guarantor enforceable in accordance with its their respective terms, except as the such enforceability thereof may be limited by bankruptcy, insolvency insolvency, moratorium or similar laws of general application affecting the enforceability of creditors’ rights generally or and by general principles of equity limiting the availability of equitable remedies. Any one of Guarantors signing this Guarantee shall be bound hereby whether or not any of the other Guarantors or any other person signs this Guarantee at any timeprinciples.

Existence, Power and Authority. Each Borrower and Guarantor is an entity a corporation or limited liability company duly organized or formed and in good standing under the laws of its state or other jurisdiction of incorporation organization or formation and is duly qualified as a foreign entity corporation or limited liability company and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on the such Borrower's or Guarantor's financial condition, results of operation or businesses of any Guarantor business or the rights of Agent and Lenders hereunder in or under to any of the other Financing AgreementsCollateral. The execution, delivery and performance of this Guarantee is Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within the corporate powers of each Borrower's and Guarantor's powers, (b) have been duly authorized and authorized, (c) are not in contravention of law or the terms of the certificates any Borrower's or Guarantor's certificate of incorporationincorporation or formation, by-by laws, operating agreements or other organizational documentation of each Guarantordocumentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are boundbound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor. This Guarantee constitutes Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligation obligations of each such Borrower and Guarantor enforceable in accordance with its their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws of general application affecting the enforceability of creditors’ rights generally or by general principles of equity limiting the availability of equitable remedies. Any one of Guarantors signing this Guarantee shall be bound hereby whether or not any of the other Guarantors or any other person signs this Guarantee at any time.

Existence, Power and Authority. Each Borrower and Guarantor is an entity a corporation, limited liability company or limited partnership duly organized or formed and in good standing under the laws of its state or other jurisdiction of incorporation organization and is duly qualified as a foreign entity corporation, limited liability company or limited partnership, as applicable, and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which where the failure to so qualify has or would not reasonably be expected to have a material adverse effect on the financial condition, results of operation or businesses of any Guarantor or the rights of Agent and Lenders hereunder or under any of the other Financing AgreementsMaterial Adverse Effect. The execution, delivery and performance of this Guarantee is Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within the each Borrower’s and Guarantor’s corporate powers of each Guarantoror limited liability company or limited partnership powers, (b) have been duly authorized and authorized, (c) are not in contravention of any material law or the terms of the certificates any Borrower’s or Guarantor’s certificate of incorporation, by-lawscertificate of formation, bylaws, operating agreement, limited partnership agreement or other organizational documentation of each Guarantordocumentation, or any indenture, material agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are boundbound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor except as permitted hereunder. This Guarantee constitutes Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligation obligations of each such Borrower and Guarantor enforceable in accordance with its terms, their respective terms except as the enforceability thereof may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar laws of general application affecting the enforceability enforcement of creditors’ rights generally or and by general equitable principles of (whether enforcement is sought by proceedings in equity limiting the availability of equitable remedies. Any one of Guarantors signing this Guarantee shall be bound hereby whether or not any of the other Guarantors or any other person signs this Guarantee at any timelaw).

Existence, Power and Authority. Each Borrower and Guarantor is an a corporation, limited liability company or other entity duly organized or formed and in good standing under the laws of its state or other jurisdiction of incorporation or formation and is duly qualified as a foreign entity corporation or limited liability company and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on the such Borrower’s or Guarantor’ s financial condition, results of operation or businesses of any Guarantor business or the rights of Agent and Lenders hereunder in or under to any of the other Financing AgreementsCollateral. The execution, delivery and performance of this Guarantee is Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within the corporate powers of each Borrower’s and Guarantor’s corporate, limited liability company or other organizational powers, (b) have been duly authorized and authorized, (c) are not in contravention of law or the terms of the certificates any Borrower’s or Guarantor’s certificate of incorporationincorporation or formation, by-laws, operating agreement or other organizational documentation documentation, (d) are not in contravention in any material respect of each Guarantor, any law or any indenture, indenture or other material agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are boundbound and (e) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor, except for the creation of a lien in favor of Agent. This Guarantee constitutes Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligation obligations of each such Borrower and Guarantor enforceable in accordance with its their respective terms, except as the such enforceability thereof may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium or similar laws of general application affecting the enforceability of law limiting creditors’ rights generally or and by general principles of equity limiting the availability of equitable remedies. Any one of Guarantors signing this Guarantee shall be bound hereby whether or not any of the other Guarantors or any other person signs this Guarantee at any timeprinciples.

Existence, Power and Authority. Each Borrower and Guarantor is an entity a corporation, limited liability company, limited partnership or trust duly organized or formed and in good standing under the laws of its state or other jurisdiction of incorporation or formation and is duly qualified as a foreign entity corporation, limited liability company, limited partnership or trust and in good standing in all states states, provinces or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on the financial condition, results of operation or businesses of any Guarantor or the rights of Agent and Lenders hereunder or under any of the other Financing AgreementsMaterial Adverse Effect. The execution, delivery and performance of this Guarantee is Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within the corporate powers of each Borrower’s and Guarantor’s corporate, limited liability company, limited partnership or trust powers, (b) have been duly authorized and authorized, (c) are not in contravention of law or the terms of the certificates any Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, by-laws, operating agreement, limited partnership agreement, trust agreement or other organizational documentation of each Guarantordocumentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are boundbound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor, except for liens in favor of Agent, First Lien Agent, Subordinated Note Trustee and WHX. This Guarantee constitutes Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligation obligations of each such Borrower and Guarantor enforceable in accordance with its their respective terms, except as the such enforceability thereof may be limited by bankruptcy, insolvency insolvency, moratorium or similar laws of general application affecting the enforceability of creditors’ rights generally or and by general principles of equity limiting the availability of equitable remedies. Any one of Guarantors signing this Guarantee shall be bound hereby whether or not any of the other Guarantors or any other person signs this Guarantee at any timeprinciples.