Common use of Authority and Validity of Obligations Clause in Contracts

Authority and Validity of Obligations. The Borrower has the organizational right and authority to enter into this Agreement and the other Loan Documents to which it is a party, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Administrative Agent the Liens described herein, and to perform all of its obligations hereunder and under the other Loan Documents to which it is a party. The other Loan Parties have the organizational right and authority to enter into this Agreement and the other Loan Documents to which they are a party, to guaranty the Obligations, and to perform all of their obligations hereunder and under the other Loan Documents to which they are a party. The Loan Documents delivered by the Loan Parties have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Loan Parties enforceable against them in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and none of the execution, delivery or performance of this Agreement and the other Loan Documents will (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon the Loan Parties, (ii) any provision of the Loan Parties’ Organizational Documents or (iii) any covenant, indenture or agreement of or affecting any Loan Party or any of its Property, except, in the cases of clauses (a)(i) and (a)(iii) above, where such contravention or default would not reasonably be expected to result in a Material Adverse Effect or (b) result in the creation or imposition of any Lien on any Property of the Loan Parties other than Liens permitted by Section 8.8 hereof.

Authority and Validity of Obligations. The Borrower has the organizational right power and authority to enter into this Agreement and the other Loan Documents to which it is a party, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Administrative Agent the Liens described herein, and to perform all of its obligations hereunder and under the other Loan Documents to which it is a party. The other Loan Parties have the organizational right power and authority to enter into this Agreement and the other Loan Documents to which they are a party, to guaranty the Secured Obligations, and to perform all of their obligations hereunder and under the other Loan Documents to which they are a party. The Loan Documents delivered by the Loan Parties have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Loan Parties enforceable against them in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and none of the execution, delivery or performance of this Agreement and the other Loan Documents will (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon the Loan Parties, (ii) any provision of the Loan Parties’ Organizational Documents or (iii) any covenant, indenture or agreement of or affecting any Loan Party or any of its Property, except, in the cases of clauses (a)(i) and (a)(iii) above, where such contravention or default would not reasonably be expected to result in a Material Adverse Effect or (b) result in the creation or imposition of any Lien on any Property of the Loan Parties other than Liens permitted by Section 8.8 hereof.

Authority and Validity of Obligations. The Borrower Company has the organizational full right and authority to enter into this Agreement and the other Loan Documents to which it is a party, to make the borrowings herein provided forOperative Documents, to issue its the Note and the Warrant in evidence thereof, to grant to the Administrative Agent Purchaser the Liens described hereinin the Collateral Documents, and to perform all of its obligations hereunder and under the other Loan Documents to which it is a partyOperative Documents. The other Loan Parties have the organizational Each Subsidiary has full right and authority to enter into this Agreement and the other Loan Operative Documents to which they are a partyexecuted by it, to guaranty guarantee the Obligations, to grant to the Purchaser the Liens described in the Collateral Documents executed by it, and to perform all of their its obligations hereunder and under the other Loan Operative Documents to which they are a partyexecuted by it. The Loan Operative Documents delivered by the Loan Parties Company and its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Loan Parties Company and its Subsidiaries enforceable against them in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and none of the execution, delivery or performance of this Agreement and the other Loan Operative Documents will do not, nor does the performance or observance by the Company or any Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon the Loan Parties, (ii) Company or any Subsidiary or any provision of the Loan Parties’ Organizational Documents organizational documents (e.g., charter, certificate or (iiiarticles of incorporation and by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Company or any Subsidiary or any covenant, indenture or agreement of or affecting the Company or any Loan Party Subsidiary or any of its their Property, except, in the cases of clauses (a)(i) and (a)(iii) above, where such contravention or default would not reasonably be expected to result in a Material Adverse Effect or (b) result in the creation or imposition of any Lien on any Property of the Loan Parties Company or any Subsidiary other than the Liens permitted by Section 8.8 hereofgranted in favor of the Purchaser and the Senior Lender.

Authority and Validity of Obligations. The Each Borrower has the organizational full right and authority to enter into this Agreement and the other Loan Documents to which it is a partyDocuments, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Administrative Agent the Liens described herein, and to perform all of its obligations hereunder and under the other Loan Documents to which it is a party. The other Loan Parties have the organizational right and authority to enter into this Agreement and the other Loan Documents to which they are a party, to guaranty the Obligations, and to perform all of their obligations hereunder and under the other Loan Documents to which they are a partyDocuments. The Loan Documents delivered by the Loan Parties each Borrower have been duly authorized, executed, executed and delivered by such Persons the relevant Borrower and constitute valid and binding obligations of the Loan Parties such Borrower enforceable against them in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and none of the execution, delivery or performance of this Agreement and the other Loan Documents will (a) do not, nor does the performance or observance by the Borrowers of any of the matters and things herein or therein provided for, contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon the Loan Parties, (ii) either Borrower or any provision of the Loan Parties’ Organizational Documents articles of incorporation or (iii) by-laws of either Borrower or any covenant, indenture or agreement of or affecting any Loan Party either Borrower or any of its their Property, except, in the cases of clauses (a)(i) and (a)(iii) above, where such contravention or default would not reasonably be expected to result in a Material Adverse Effect or (b) result in the creation or imposition of any Lien on any Property of either Borrower except for Liens granted in favor of the Loan Parties other than Liens permitted by Section 8.8 hereofBank.

Authority and Validity of Obligations. The Each Borrower has the organizational full right and authority to enter into this Agreement and the other Loan Documents to which it is a partyexecuted by it, to make the borrowings herein provided for, to issue its Note Notes in evidence thereof, to grant to the Administrative Agent the Liens described hereinin the Collateral Documents executed by the Borrowers, and to perform all of its obligations hereunder and under the other Loan Documents to which it is a party. The other Loan Parties have the organizational right and authority to enter into this Agreement and the other Loan Documents to which they are a party, to guaranty the Obligations, and to perform all of their obligations hereunder and under the other Loan Documents to which they are a partyexecuted by it. The Loan Documents delivered by the Loan Parties Borrowers have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Loan Parties such Person enforceable against them it in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and none of the execution, delivery or performance of this Agreement and the other Loan Documents will do not, nor does the performance or observance by any Borrower of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon the Loan Parties, (ii) any Borrower or any provision of the Loan Parties’ Organizational Documents organizational documents (e.g., charter, articles of incorporation or by-laws, articles of association or operating agreement, partnership agreement or other similar document) of any Borrower, (iiib) contravene or constitute a default under any covenant, indenture or agreement of or affecting any Loan Party Borrower or any of its Property, except, in the cases of clauses (a)(i) and (a)(iii) above, each case where such contravention or default would not default, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect or (bc) result in the creation or imposition of any Lien on any Property of the Loan Parties any Borrower other than the Liens permitted by Section 8.8 hereofgranted in favor of the Agent pursuant to the Collateral Documents.

Authority and Validity of Obligations. The Borrower Bxxxxxxx has the organizational full right and authority to enter into this Agreement and the other Loan Documents to which it is a party, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Administrative Agent Lender the Liens described hereinin the Collateral Documents to which it is a party, and to perform all of its obligations hereunder and under the other Loan Documents to which it is a party. The other Loan Parties have the organizational right and authority to enter into this Agreement and the other Loan Documents to which they are a party, to guaranty the Obligations, and to perform all of their obligations hereunder and under the other Loan Documents to which they are a party. The Loan Documents delivered by the Loan Parties Borrower have been duly authorized, executed, and delivered by such Persons Borrower and constitute valid and binding obligations of the Loan Parties Borrower enforceable against them Borrower in accordance with their terms terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and none of the execution, delivery or performance of this Agreement and the other Loan Documents will do not, nor does the performance or observance by Borrower of any of the matters and things herein or therein provided for, (a) contravene violate or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon the Loan PartiesBorrower or any organizational documents of Borrower, (iib) any provision of the Loan Parties’ Organizational Documents violate or (iii) constitute a default under any covenant, indenture or agreement of or affecting any Loan Party or any of its Property, exceptBorrower, in the cases of clauses (a)(i) and (a)(iii) above, each case where such contravention violation or default would not default, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect Effect, or (bc) result in the creation or imposition of any Lien on any Property of upon the Loan Parties Collateral other than the Liens permitted by Section 8.8 hereofgranted in favor of Lender pursuant to the Collateral Documents.

Authority and Validity of Obligations. The Borrower has the organizational full right and authority to enter into this Agreement and the other Loan Documents to which it is a partyDocuments, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Administrative Agent Bank the Liens described hereinin the Collateral Documents, and to perform all of its obligations hereunder and under the other Loan Documents to which it is a party. The other Loan Parties have the organizational right and authority to enter into this Agreement and the other Loan Documents to which they are a party, to guaranty the Obligations, and to perform all of their obligations hereunder and under the other Loan Documents to which they are a partyDocuments. The Loan Documents delivered by the Loan Parties Borrower have been duly authorized, executed, and delivered by such Persons the Borrower and constitute valid and binding obligations of the Loan Parties Borrower enforceable against them in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and none of the execution, delivery or performance of this Agreement and the other Loan Documents will do not, nor does the performance or observance by the Borrower of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon the Loan Parties, (ii) Borrower or any provision of the Loan Parties’ Organizational Documents charter, articles of incorporation, or (iii) by-laws of the Borrower or any covenant, indenture or agreement of or affecting any Loan Party the Borrower, or any of its Property, except, in the cases of clauses (a)(i) and (a)(iii) above, where such contravention or default would not reasonably be expected to result in a Material Adverse Effect or (b) result in the creation or imposition of any Lien on any Property of the Loan Parties Borrower other than the Liens permitted by Section 8.8 hereofgranted to the Bank.