Common use of Authority of Borrower Clause in Contracts

Authority of Borrower. Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to transact business in the State of Ohio. Glimcher LP is the sole member of Borrower. Glimcher LP acting alone without the joinder of any other manager of the Borrower or any other party has the full power, authority and legal right to execute and deliver this Agreement and any and all documents executed in connection herewith (collectively referred to herein as the "Other Borrower Documents") on behalf of and to duly bind Borrower under this Agreement and the Other Borrower Documents. The execution and delivery of, and performance under, this Agreement and the Other Borrower Documents by Borrower have been duly and properly authorized by all requisite limited liability company action. The execution and delivery of this Agreement and the Other Borrower Documents and the performance of the obligations thereunder by Borrower does not and will not (a) conflict with, or result in a breach or violation of any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having jurisdiction over Borrower or the certificate of formation or the limited liability company agreement of Borrower, or (bi) result in a breach or constitute or cause a default under any indenture, agreement, lease or instrument to which Borrower is a party or by which it or the Project is bound. To the best of Borrower's knowledge, Borrower is not in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.

Authority of Borrower. (a) Each LLC Borrower is a duly organized, organized and validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to transact business in the State each state where any Property it owns or leases is located. Borrower Signatory is an officer of Ohio. Glimcher LP is the sole member of each LLC Borrower. Glimcher LP Borrower Signatory, acting alone without the joinder of any other manager members or managers of the any LLC Borrower or any other party party, has the full power, power and authority and legal right to execute and deliver this Agreement and any and all documents executed in connection herewith (collectively referred to herein as the "Other Borrower Documents") Modification Documents on behalf of and to duly bind each LLC Borrower under this Agreement and the Other Borrower Modification Documents. The execution and delivery of, and performance under, this Agreement and the Other Borrower Modification Documents by each LLC Borrower have has been duly and properly authorized by pursuant to all requisite limited liability company action. The execution action of each LLC Borrower and delivery of this Agreement and the Other Borrower Documents and the performance of the obligations thereunder by Borrower does not and will not (ax) conflict with, or result in a breach or violation of violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having jurisdiction over applicability to any LLC Borrower or the any LLC Borrower’s certificate of formation or the formation, limited liability company agreement or any other organizational document of Borrower, any LLC Borrower or (biy) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which any LLC Borrower is a party or by which it the Properties may be bound or the Project is bound. To the best of Borrower's knowledge, affected. (b) Each LP Borrower is a duly organized and validly existing limited partnership in good standing under the laws of the State of Delaware and is qualified to transact business in each state where any Property it owns or leases is located. Each SPC Party is a duly organized and validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to transact business in each state where the conduct of its business requires such qualification. Borrower Signatory is an officer of each SPC Party, the general partners of the LP Borrowers. Borrower Signatory, acting alone without the joinder of any other members or managers of any LP Borrower, SPC Party or any other party, has the power and authority to execute and deliver the Modification Documents on behalf of and to duly bind each LP Borrower under this Agreement and the Modification Documents. The execution and delivery of, and performance under, this Agreement and the Modification Documents by each LP Borrower has been duly and properly authorized pursuant to all requisite limited partnership action of each LP Borrower and limited liability company action of each SPC Party and does not in default under and will not (x) violate any such provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to any LP Borrower, SPC Party or any such LP Borrower’s or SPC Party’s certificate of formation, limited liability company agreement, certificate of limited partnership or partnership agreement or any other organizational document of any LP Borrower or SPC Party or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrumentinstrument to which any LP Borrower or SPC Party is a party or by which the Properties may be bound or affected.

Authority of Borrower. (a) Each LLC Borrower is a duly organized, organized and validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to transact business in the State each state where any Property it owns or leases is located. Borrower Signatory is an officer of Ohio. Glimcher LP is the sole member of each LLC Borrower. Glimcher LP Borrower Signatory, acting alone without the joinder of any other manager members or managers of the any LLC Borrower or any other party party, has the full power, power and authority and legal right to execute and deliver this Agreement and any and all documents executed in connection herewith (collectively referred to herein as the "Other Borrower Documents") Modification Documents on behalf of and to duly bind each LLC Borrower under this Agreement and the Other Borrower Modification Documents. The execution and delivery of, and performance under, this Agreement and the Other Borrower Modification Documents by each LLC Borrower have has been duly and properly authorized by pursuant to all requisite limited liability company action. The execution action of each LLC Borrower and delivery of this Agreement and the Other Borrower Documents and the performance of the obligations thereunder by Borrower does not and will not (ax) conflict with, or result in a breach or violation of violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having jurisdiction over applicability to any LLC Borrower or the any LLC Borrower’s certificate of formation or the formation, limited liability company agreement or any other organizational document of Borrower, any LLC Borrower or (biy) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which any LLC Borrower is a party or by which it the Properties may be bound or the Project is bound. To the best of Borrower's knowledge, affected. (b) Each LP Borrower is a duly organized and validly existing limited partnership in good standing under the laws of the State of Delaware and is qualified to transact business in each state where any Property it owns or leases is located. Each SPC Party is a duly organized and validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to transact business in each state where the conduct of its business requires such qualification. Borrower Signatory is an officer of each SPC Party, the general partners of the LP Borrowers. Borrower Signatory, acting alone without the joinder of any other members or managers of any LP Borrower, SPC Party or any other party, has the power and authority to execute and deliver the Modification Documents on behalf of and to duly bind each LP Borrower under this Agreement and the Modification Documents. The execution and delivery of, and performance under, this Agreement and the Modification Documents by each LP Borrower has been duly and properly authorized pursuant to all requisite limited partnership action of each LP Borrower and limited liability company action of each SPC Party and does not in default under and will not (x) violate any such provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to any LP Borrower, SPC Party or any such LP Borrower’s or SPC Party’s certificate of formation, limited liability company agreement, certificate of limited partnership or partnership agreement or any other organizational document of any LP Borrower or SPC Party or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrumentinstrument to which any LP Borrower or SPC Party is a party or by which the Properties may be bound or affected. (c) Each Liquor License Subsidiary is a duly organized and validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to transact business in the State of Texas. Jxxxxxxx X. Xxxxxxx is an officer of each Liquor License Subsidiary. Jxxxxxxx X. Xxxxxxx, acting alone without the joinder of any other members or managers of any Liquor License Subsidiary or any other party, has the power and authority to execute and deliver the Modification Documents on behalf of and to duly bind each Liquor License Subsidiary under this Agreement and the Modification Documents. The execution and delivery of, and performance under, this Agreement and the Modification Documents by each Liquor License Subsidiary has been duly and properly authorized pursuant to all requisite limited liability company action of each Liquor License Subsidiary and does not and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to any Liquor License Subsidiary or any Liquor License Subsidiary’s certificate of formation, limited liability company agreement or any other organizational document of any Liquor License Subsidiary or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which any Liquor License Subsidiary is a party or by which the Properties may be bound or affected.

Authority of Borrower. (a) Each of Fee Borrower and Leasehold Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and each is qualified authorized to transact conduct business in the State of OhioIllinois. Glimcher LP Purchaser is the sole equity member of BorrowerFee Borrower and Leasehold Borrower and is a duly organized, validly existing real estate investment trust in good standing under the laws of the State of Delaware. Glimcher LP The undersigned (“Authorized Officer”) is an authorized officer of Purchaser. Authorized Officer, acting alone without the joinder of any other party, has obtained or concurrently herewith is obtaining any requisite consent and has the power and authority to execute this Agreement, in Purchaser’s capacity as the manager of the Borrower or any other party has the full powerBorrower, authority and legal right to execute and deliver this Agreement and any and all documents executed in connection herewith (collectively referred to herein as the "Other Borrower Documents") on behalf of and to duly bind Borrower under this Agreement and the Other Borrower DocumentsAgreement. The execution and delivery of, and performance under, this Agreement and the Other Borrower Documents by Borrower have has been duly and properly authorized by pursuant to all requisite limited liability company action. The execution and delivery of this Agreement and the Other Borrower Documents and the performance of the obligations thereunder by Borrower does not action and will not (ai) conflict with, or result in a breach or violation of violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having jurisdiction over applicability to Borrower or Purchaser or the certificate of formation or formation, the limited liability company agreement or any other organizational document of BorrowerBorrower or Purchaser, or (biii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Borrower or Purchaser is a party or by which it or the Project is bound. To or, to the best of Borrower's ’s knowledge, by which the Property may be bound or affected. (b) The organizational documents of Fee Borrower is and Leasehold Borrower have not in default been modified since the loan origination and prior to the Transfer and, other than amendments relating to the Transfer approved by Lender or specifically permitted under any such lawthe Loan Documents, rule, regulation, order, writ, judgment, injunction, decree, determination there will be no amendments or award modifications to the organizational documents of Fee Borrower or any such indenture, agreement, lease or instrumentLeasehold Borrower after the Effective Date except to the extent permitted under the Loan Documents.