Common use of Organization and Validity Clause in Contracts

Organization and Validity. a. Each of AOC and Parent is a corporation, duly incorporated and validly existing under the laws of the State of Delaware. Borrower (i) has the appropriate power and authority to operate its business and to own its Property and (ii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not have a Material Adverse Effect. b. The making and performance of this Agreement and the other Loan Documents will not violate any law, government rule or regulation, court or administrative order or other such order, or Borrower’s certificate of incorporation or bylaws, or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Borrower is a party, or by which Borrower is bound. No Borrower is in violation of any term of any agreement or instrument to which it is a party or by which it may be bound which violation has or could have a Material Adverse Effect, or of its certificate of incorporation or bylaws. c. Borrower has all requisite power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicable. d. This Agreement, the Notes to be issued hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Organization and Validity. a. Each of AOC and Parent i. Borrower is a duly organized, validly existing business corporation, duly incorporated and validly existing in good standing under the laws of the State of DelawareNew York; has the power to own and hold the Property it purports to own and hold and to carry on its business as now being conducted and proposed to be conducted. ii. Borrower (i) has is a “business development company” within the appropriate power meaning of the Act and authority to operate its business and to own its Property and (ii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage compliance with the provisions of the Act in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not have a Material Adverse Effectall material respects. b. The making and performance of this Agreement and the other Loan Documents will not violate any law, government rule or regulation, court or administrative order or other such orderRequirement of Law, or Borrower’s the certificate of incorporation incorporation, resolution or bylawsbylaw provisions of Borrower, or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Borrower is a party, or by which Borrower is bound. No Borrower is not in violation of any term of any agreement or instrument to which it is a party or by which it may be bound which violation has or could would reasonably be expected to have a Material Adverse Effect, or of its certificate of incorporation incorporation, resolution or bylawsbylaw provisions. c. Borrower has all requisite power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has will have taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicableDocuments. d. This Agreement, the Notes Revolving Credit Note to be issued hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.