Common use of Authority and Authorization; Enforceability; Approvals; Absence of Adverse Notice Clause in Contracts

Authority and Authorization; Enforceability; Approvals; Absence of Adverse Notice. The Transferor has the power, authority and legal right to make, deliver and perform this Agreement and each of the Operative Documents to which it is a party and all of the transactions contemplated hereby and thereby, and has taken all necessary action to authorize the execution, delivery and performance of each of the Operative Documents to which it is a party. This Agreement and each of the Operative Documents to which the Transferor is a party constitute the legal, valid and binding obligations of the Transferor, enforceable against the Transferor in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws of general application affecting creditors’ rights generally and by general principles of equity (whether such enforceability is considered in a proceeding in equity or at law). No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any Governmental Authority, bureau or agency (including, without limitation, any Taxi Commission) is required in connection with the execution, delivery or performance by the Transferor of any Operative Document to which it is a party, or the validity or enforceability of any Operative Document or Medallion Loans, other than such as have been met or obtained. The Transferor has not received any notice, nor does the Transferor have any knowledge or reason to believe, that any Taxi Commission or other Governmental Authority intends to seek the cancellation, termination or modification of any of its licenses or permits, or that valid grounds for such cancellation, termination or modification exist.

Authority and Authorization; Enforceability; Approvals; Absence of Adverse Notice. The Transferor has the power, authority and legal right to make, deliver and perform this Agreement and each of the Operative Loan Documents to which it is a party and all of the transactions contemplated hereby and thereby, and has taken all necessary action to authorize the execution, delivery and performance of each of the Operative Loan Documents to which it is a party. This Agreement and each of the Operative Loan Documents to which the Transferor is a party constitute the legal, valid and binding obligations of the Transferor, enforceable against the Transferor in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws of general application affecting creditors’ rights generally and by general principles of equity (whether such enforceability is considered in a proceeding in equity or at law). No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any Governmental Authority, bureau or agency (including, without limitation, any Taxi Commission) Authority is required in connection with the execution, delivery or performance by the Transferor of any Operative Loan Document to which it is a party, or the validity or enforceability of any Operative Loan Document or Medallion Loans, other than such as have been met or obtained. The Transferor has not received any notice, nor does the Transferor have any knowledge or reason to believe, that any Taxi Commission or other Governmental Authority intends to seek the cancellation, termination or modification of any of its licenses or permits, or that valid grounds for such cancellation, termination or modification exist.

Authority and Authorization; Enforceability; Approvals; Absence of Adverse Notice. The Transferor Seller has the power, authority and legal right to make, deliver and perform this Agreement and each of the Operative Documents to which it is a party and all of the transactions contemplated hereby and thereby, and has taken all necessary action to authorize the execution, delivery and performance of each of the Operative Documents to which it is a party,. This Agreement and each of the Operative Documents to which the Transferor Seller is a party constitute constitutes the legal, valid and binding obligations obligation of the TransferorSeller, enforceable against the Transferor Seller in accordance with their respective terms, terms except as the enforceability hereof and thereof may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws of general application affecting creditors’ ' rights generally and by general principles of equity (whether such enforceability is considered in a proceeding in equity or at law). No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any Governmental Authoritygovernmental authority, bureau or agency (including, without limitation, any Taxi Commission) is required in connection with the execution, delivery or performance by the Transferor of Seller any Operative Document to which it is a party, or the validity or enforceability of any Operative Document or the Medallion Loans, other than such as have been met or obtained. The Transferor Seller has not received any notice, nor does the Transferor Seller have any knowledge or reason to believe, that any Taxi Commission or other Governmental Authority intends to seek the cancellation, termination or modification of any of its licenses or permits, or that valid grounds for such cancellation, termination or modification exist.