Power. Buyer has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement, each Ancillary Agreement to which it is a party and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and perform its obligations under this Agreement and the Ancillary Agreements. The execution and delivery of this Agreement does not, and the fulfillment of and compliance with the terms and conditions of this Agreement will not: # conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, # give rise to a right of termination, modification, revocation, cancellation or acceleration of any obligation or to the loss of a benefit under or # result in the creation of any claim upon any of the Assets or any Party under, in each case, any provision of # Buyer’s governing documents, # any applicable Law or # any contract or instrument (including any judgment, decree, order, statute, rule or regulation applicable to Buyer) to which Buyer or any of its subsidiaries is a party or by which any properties or assets of Buyer or its subsidiaries is bound. No authorization, consent or approval by, or filing with, any Governmental Authority is required for, or in connection with, the authorization, execution, delivery and performance by the Buyer of this Agreement or the consummation of the transactions contemplated by this Agreement and by the Ancillary Agreements; except any matters described in clauses (ii) and (iii) which would not reasonably be expected to have a Material Adverse Effect.

Power. The Buyer has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements.

Power. The relevant warrantor has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements.

. Each Loan Party (i) (x) is duly organized and validly existing and # in good standing (if such concept is applicable) under the laws of the jurisdiction of its organization, # is duly qualified and in good standing as a foreign business enterprise (if such concept is applicable) in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed and # has all requisite power and authority (including all material Governmental Authorizations) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted, except in the case of the foregoing clauses (i)(y), (ii) and (iii), where the failure to be so qualified or licensed would not, individually or in the aggregate, result in a Material Adverse Effect.

Power. Each of the Group Companies has the requisite power and authority to # own, operate and lease their properties and assets as and where currently owned, operated and leased and # carry on its respective business as currently conducted.

Power. Each Acquired Company has the requisite power and authority to # own, operate and lease its properties and assets as and where currently owned, operated and leased and # carry on its business as currently conducted.

Organization; Power. Each Loan Party # is duly organized or incorporated, validly existing and, to the extent such concept is applicable in the corresponding jurisdiction, in good standing under the laws of the jurisdiction of its organization or incorporation and # has all requisite organizational or constitutional power and authority to execute and deliver this Amendment and perform its obligations under this Amendment, the Credit Agreement as amended by this Amendment, and the other Loan Documents to which it is a party, except, in the case of clauses (i) and (ii), where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Power. Each Borrower Party has all requisite corporate or other power, and has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect.

Power. The Purchaser has been duly organized, is validly existing and is in good standing under the laws of its state of incorporation, with all limited liability company power and authority to execute, deliver and perform its obligations under the Agreement.

Power. Such Party has all requisite corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement and the other documents to be executed and delivered by it hereunder and to carry out and perform its respective obligations under the terms of this Agreement and the other documents to be executed and delivered by it hereunder.