Authority of Debtor. Debtor has taken all action required ------------------- by law, its articles of incorporation or articles of organization, its bylaws or operating agreement, or otherwise to authorize the execution and delivery of this Agreement and the consummation of the transactions herein contemplated. Debtor has full power and authority to execute, deliver and perform this Agreement and all of the Loan Documents. This Agreement is the legal, valid, and binding agreement of Debtor enforceable between the parties in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, or other laws affecting enforcement of creditors rights generally and by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of Debtor's articles of incorporation or bylaws or violate, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any encumbrance upon any of the Collateral, under any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which Debtor or any of the Collateral is subject or by which Debtor is bound.
Authority of Debtor. Debtor has full power and authority to enter into this Agreement, the Note, and the Merger Agreement and to carry out the provisions contained herein and therein, and Debtor has taken all corporate action necessary for the execution and performance of each of the above-named documents and each document above-named will constitute a valid and binding obligation of Debtor enforceable in accordance with its respective terms when executed and delivered.
Authority of Debtor. Debtor has taken all action required by law, its articles of incorporation or articles of organization, its bylaws or operating agreement, or otherwise to authorize the execution and delivery of the Loan Documents and the consummation of the transactions herein contemplated. Debtor has full power and authority to execute, deliver and perform all of the Loan Documents. This Agreement is, and the Loan Documents will be on their execution and delivery as contemplated hereby, the legal, valid, and binding agreements of Debtor, enforceable between the parties in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, or other laws affecting enforcement of creditors' rights generally and by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of Debtor's articles of incorporation or bylaws, or violate, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any encumbrance upon any of the assets of Debtor, under any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which Debtor or any of its assets are subject or by which Debtor is bound.
Authority of Debtor. Debtor (and/or each person or party comprising Debtor or executing this Security Agreement) has good right, title and authority to pledge and assign to Secured Party all of Debtor's right, privilege and interest in and to the Collateral without the joinder of any other party, with the result being that, following Debtor's execution hereof, this Security Agreement shall be valid and binding against Debtor with respect to the Collateral in accordance with the terms and provisions hereof.
Authority of Debtor. Debtor has full power and authority to execute this Security Agreement, to perform Debtor's obligations hereunder and to subject the Collateral to the security interest created hereby.
