Common use of Valid Existence and Power Clause in Contracts

Valid Existence and Power. Such Borrower and each Subsidiary is a corporation, limited liability company, or limited partnership, as applicable, duly incorporated, organized, or formed, validly existing, and in good standing under the laws of the jurisdiction of its incorporation, organization, or formation and is duly qualified or licensed to transact business in all places where the failure to be so qualified could reasonably be likely to have a Material Adverse Effect. Each Borrower and each other Person which is a party to any Loan Document (other than Lender) has the corporate, limited liability or limited partnership power to make and perform the Loan Documents executed by it and all Loan Documents will constitute the legal, valid, and binding obligations of such Person, enforceable in accordance with their respective terms, subject only to bankruptcy and similar laws affecting creditors’ rights generally. Such Borrower is organized under the laws of the jurisdiction set forth in the Collateral Disclosure Certificate and has not changed the jurisdiction of its organization within the five (5) years preceding the date hereof except as disclosed in the Collateral Disclosure Certificate.

Valid Existence and Power. Such Borrower and each Subsidiary is a corporation, limited liability company, or limited partnership, as applicable, duly incorporated, organized, or formed, validly existing, and in good standing under the laws of the jurisdiction of its incorporation, organization, or formation and is duly qualified or licensed to transact business in all places where the failure to be so qualified could reasonably be likely to have a Material Adverse Effect. Each of Borrower and each other Person which is a party to any Loan Document (other than Lender) has the corporate, limited liability or limited partnership power to make and perform the Loan Documents executed by it and all Loan Documents will constitute the legal, valid, and binding obligations of such Person, enforceable in accordance with their respective terms, subject only to bankruptcy and similar laws affecting creditors’ rights generally. Such Borrower is organized under the laws of the jurisdiction set forth in the Collateral Disclosure Certificate and has not changed the jurisdiction of its organization within the five (5) 5 years preceding the date hereof except as disclosed in the Collateral Disclosure Certificate.