Common use of Authority, Authorization, Enforceability, No Conflict Clause in Contracts

Authority, Authorization, Enforceability, No Conflict. Each Obligor represents and warrants that: (a) the execution and delivery by such Obligor of this Agreement, each other document, instrument and agreement to be executed and delivered by such Obligor in connection herewith (collectively, the "Amendment Documents") and the Loan Agreement (as amended hereby), and the performance of such Obligor's obligations hereunder and thereunder: (i) are within the corporate powers of such Obligor; (ii) are duly authorized by the board of directors of such Obligor, and, if necessary, the shareholders of such Obligor; (iii) are not in contravention of the terms of the Organization Documents of such Obligor, or of any document evidencing any Contractual Obligation to which such Obligor is a party or any judgment, decree or order of any Governmental Authority to which such Obligor or its Property is subject; (iv) do not require any governmental consent, registration or approval or any filing with or notice to any Governmental Authority; (v) do not contravene any order, injunction, writ or decree of any Governmental Authority to which any Obligor or its Property is subject; and (vi) will not result in the imposition of any Lien upon any property of such Obligor under any document evidencing any Contractual Obligation (other than Liens in favor of Bank under the Loan Agreement, as amended hereby); (b) each of this Agreement, the Amendment Documents, the Loan Agreement and each of the other Financing Agreements, after giving effect hereto, constitutes the legal, valid and binding obligation of each Obligor party thereto, enforceable against each such Obligor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally or by general equitable principles; (c) as of the date hereof, and (after giving effect hereto and consummation of the transactions contemplated hereby) as of the Effective Date, there exists no Event of Default; and (d) all conditions set forth in Section 4 of this Agreement have been satisfied in full (provided that no representation or warranty is made as to Bank's acceptance or satisfaction with any matter).

Authority, Authorization, Enforceability, No Conflict. Each Obligor represents and warrants that: (a) the execution and delivery by such Obligor of this Agreement, the Amended Revolving Note, each other document, instrument and agreement to be executed and delivered by such Obligor in connection herewith (collectively, the "“Amendment Documents"”) and the Loan Agreement (as amended hereby), and the performance of such Obligor's ’s obligations hereunder and thereunder: (i) are within the corporate powers of such Obligor; (ii) are duly authorized by the board of directors of such Obligor, and, if necessary, the shareholders of such Obligor; (iii) are not in contravention of the terms of the Organization Documents of such Obligor, or of any document evidencing any Contractual Obligation to which such Obligor is a party or any judgment, decree or order of any Governmental Authority to which such Obligor or its Property is subject; (iv) do not require any governmental consent, registration or approval or any filing with or notice to any Governmental Authority; (v) do not contravene any order, injunction, writ or decree of any Governmental Authority to which any Obligor or its Property is subject; and (vi) will not result in the imposition of any Lien upon any property of such Obligor under any document evidencing any Contractual Obligation (other than Liens in favor of Bank under the Loan Agreement, as amended hereby); (b) each of this Agreement, the Amended Revolving Note, the Amendment Documents, the Loan Agreement and each of the other Financing Agreements, after giving effect hereto, constitutes the legal, valid and binding obligation of each Obligor party thereto, enforceable against each such Obligor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' ’ rights generally or by general equitable principles; (c) as of the date hereof, and (after giving effect hereto and consummation of the transactions contemplated hereby) as of the Effective Date, there exists no Event of Default; and (d) all conditions set forth in Section 4 of this Agreement have been satisfied in full (provided that no representation or warranty is made as to Bank's ’s acceptance or satisfaction with any matter).

Authority, Authorization, Enforceability, No Conflict. Each Obligor Borrower represents and warrants that: (a) the execution and delivery by such Obligor Borrower of this Agreement, each other document, instrument and agreement to be executed and delivered by such Obligor Borrower in connection herewith (collectivelyherewith, the "Amendment Documents") and the Loan Agreement (as amended hereby), ) and the performance of such Obligor's Borrower’s obligations hereunder and thereunder: (i) are within the corporate powers of such ObligorBorrower; (ii) are duly authorized by the board of directors of such ObligorBorrower, and, if necessary, the shareholders of such ObligorBorrower; (iii) are not in contravention of the terms of the Organization Documents organization documents of such ObligorBorrower, or of any document evidencing any Contractual Obligation contractual obligation to which such Obligor Borrower is a party or any judgment, decree or order of any Governmental Authority governmental authority to which such Obligor Borrower or its Property property is subject; (iv) do not require any governmental consent, registration or approval or any filing with or notice to any Governmental Authoritygovernmental authority; (v) do not contravene any order, injunction, writ or decree of any Governmental Authority governmental authority to which any Obligor Borrower or its Property property is subject; and (vi) will not result in the imposition of any Lien upon any property of such Obligor Borrower under any document evidencing any Contractual Obligation contractual obligation (other than Liens in favor of Bank Lender under the Loan Agreement, as amended hereby, and other Permitted Liens); (b) each of this Agreement, the Amendment Documents, the Loan Agreement and each of the other Financing AgreementsLoan Documents, after giving effect hereto, constitutes the legal, valid and binding obligation of each Obligor Borrower party thereto, enforceable against each such Obligor Borrower in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' ’ rights generally or by general equitable principles; (c) as of the date hereof, and (after giving effect hereto and consummation of the transactions contemplated hereby) as of the Effective Date, there exists (i) no Event of Default (other than the Specified Events of Default) or any other condition or event that, with the passage of time or the giving of notice, or both, would mature into a Default or Event of Default; and (d) all conditions set forth in Section 4 of this Agreement have been satisfied in full (provided that no representation or warranty is made as to Bank's Lender’s acceptance or satisfaction with any matter).