Common use of Authorization Binding Effect No Conflict Etc Clause in Contracts

Authorization Binding Effect No Conflict Etc. (a) All corporate action on the part of Borrower, its directors and shareholders, necessary for the authorization, execution and delivery of this Agreement, the Notes the Warrants, and the other Loan Documents, the performance of all of their obligations hereunder and thereunder and the authorization, issuance (or reservation for issuance) and delivery of the Notes, the Warrants and the Common Stock issuable upon the exercise of the Warrants and conversion of the Notes has been taken or will be taken on or prior to the Closing Date. Each of the Loan Documents has been (or on the Closing Date will be) duly executed and delivered by Borrower. Each Loan Document is a legal, valid and binding obligation of Borrower, enforceable against it in accordance with its respective terms, except as may be affected by bankruptcy, insolvency, reorganization, moratorium or other similar laws or by equitable principles relating to or limiting the rights of creditors generally. (b) The execution, delivery and performance by Borrower of each of the Loan Documents, and the consummation of the transactions contemplated thereby (including the issuance of the Notes, the Warrants and the Common Stock issuable upon exercise of the Warrants and conversion of the Notes), do not and cannot (i) conflict with any provision of Borrower's Articles of Incorporation or Bylaws, (ii) conflict with, result in a breach of, or constitute (or, with the giving of notice or lapse of time or both, would constitute) a default under, or require the approval or consent of any Person pursuant to, any Contractual Obligation of Borrower (except as disclosed in Schedule 4.02 which consents have been obtained and are in full force and effect), or violate any provision of Applicable Law binding on Borrower, or (iii) result in the creation or imposition of any Lien upon any asset of such Person, except for Liens in favor of the Lenders. (c) Except for filings and recordings in connection with the perfection of Liens created by the Collateral Documents, which in each case have been accurately completed and executed and delivered by Borrower, no Governmental Approval is or will be required in connection with the execution, delivery and performance by Borrower of any Loan Document to

Authorization Binding Effect No Conflict Etc. (a) All corporate action on The ----------------------------------------------- execution, delivery and performance by the part of Borrower, its directors and shareholders, necessary for the authorization, execution and delivery Guarantor of this Agreement, the Notes the Warrants, and the other Loan Documents, the performance of Guaranty have been duly authorized by all of their obligations hereunder and thereunder and the authorization, issuance (or reservation for issuance) and delivery of the Notes, the Warrants and the Common Stock issuable upon the exercise of the Warrants and conversion of the Notes necessary corporate action. This Guaranty has been taken or will be taken on or prior to the Closing Date. Each of the Loan Documents has been (or on the Closing Date will be) duly executed and delivered by Borrower. Each Loan Document the Guarantor and is a the legal, valid and binding obligation of Borrowerthe Guarantor, enforceable against it in accordance with its respective terms, except as enforcement may be affected limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or other similar laws or by equitable principles relating to or limiting the creditors' rights of creditors generally. (b) . The execution, delivery and performance by Borrower the Guarantor of each of the Loan Documentsthis Guaranty, and the consummation of the transactions contemplated thereby (including the issuance of the Notes, the Warrants and the Common Stock issuable upon exercise of the Warrants and conversion of the Notes)hereby, do not and canwill not (ia) conflict with violate any provision of Borrower's Articles the charter or bylaws of Incorporation or Bylawsthe Guarantor, (iib) conflict with, result in a breach of, of or constitute (or, with the giving of notice or lapse of time time, or both, would constitute) a default under, or require the approval or consent (not otherwise obtained) of any Person pursuant to, any Contractual Obligation indenture, mortgage, bank loan, credit agreement or other agreement or instrument of Borrower (except the Guarantor or any of its Subsidiaries that is material to the Guarantor and its Subsidiaries taken as disclosed in Schedule 4.02 which consents have been obtained and are in full force and effect)a whole, or violate any or provision of Applicable Law applicable law binding on Borrowerthe Guarantor, (c) violate any Order of any Governmental Body having jurisdiction over the Guarantor or any of its Subsidiaries or (iiid) result in the creation or imposition of any Lien of any nature whatsoever upon any asset of such Person, except for Liens in favor of the Lenders. (c) Except for filings Guarantor's assets. Subject to the accuracy of the representations and recordings warranties of the Beneficiaries contained in connection with Sections 1.5 to 1.8 of the perfection of Liens created Agreements and the performance by the Collateral Documents, which Beneficiaries of the agreements contained in each case have been accurately completed and executed and delivered by BorrowerSection 1.9 of the Agreements, no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Approval Body is required for or will be required in connection with the execution, delivery and performance by Borrower the Guarantor of any Loan Document tothis Guaranty, or the consummation of transactions contemplated hereby, or to ensure the legality, validity or enforceability hereof.

Authorization Binding Effect No Conflict Etc. (a) All corporate action on the part of BorrowerThe ------------------------------------------------ execution, its directors delivery and shareholders, necessary for the authorization, execution and delivery performance by each Guarantor of this Agreement, the Notes the Warrants, Guaranty and the each other Loan Documents, the performance of Applicable Document to which it is a party have been duly authorized by all of their obligations hereunder necessary action. This Guaranty and thereunder and the authorization, issuance (or reservation for issuance) and delivery of the Notes, the Warrants and the Common Stock issuable upon the exercise of the Warrants and conversion of the Notes each such other Applicable Document has been taken or will be taken on or prior to the Closing Date. Each of the Loan Documents has been (or on the Closing Date will be) duly executed and delivered by Borrower. Each Loan Document each Guarantor party thereto and is a legal, valid and binding obligation of Borrowersuch Guarantor, enforceable against it in accordance with its respective terms, except as enforcement may be affected limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or other similar laws or by equitable principles relating to or limiting the creditors' rights of creditors generally. (b) . The execution, delivery and performance by Borrower the Guarantors of this Guaranty and each of the Loan Documentsother Applicable Document to which any Guarantor is a party, and the consummation of the transactions contemplated thereby (including the issuance of the Notes, the Warrants and the Common Stock issuable upon exercise of the Warrants and conversion of the Notes)hereby or thereby, do not and canwill not (ia) conflict with violate any provision of Borrower's Articles the charter or bylaws of Incorporation or Bylawssuch Guarantor, (iib) conflict with, result in a breach of, of or constitute (or, with the giving of notice or lapse of time time, or both, would constitute) a default under, or require the approval or consent of any Person pursuant to, any Material Contractual Obligation of Borrower (except as disclosed in Schedule 4.02 which consents have been obtained and are in full force and effect), such Guarantor or violate any provision of Applicable Law applicable law binding on Borrowersuch Guarantor, except where such conflict, breach, default or violation would not, individually or in the aggregate, have a Material Adverse Effect or subject the Beneficiary to any liability, or (iiic) result in the creation or imposition of any Lien of any nature whatsoever upon any asset of such Person, Guarantor's assets except for Liens in favor of created under the Lenders. (c) Applicable Documents. Except for filings and recordings in connection with the perfection of Liens created by the Collateral Documents, all of which in each case have been accurately completed made and executed are in full force and delivered by Borrowereffect, no Governmental Approval governmental approval is or will be required in connection with the execution, delivery and performance by Borrower any Guarantor of this Guaranty or any Loan other Applicable Document toto which any Guarantor is a party, or the consummation of transactions contemplated hereby or thereby, or to ensure the legality, validity or enforceability hereof or thereof, except where the failure to obtain such governmental approval would not have a Material Adverse Effect or subject the Beneficiary to any liability.

Authorization Binding Effect No Conflict Etc. (a) All corporate action on the part of Borrower, its directors and shareholders, necessary for the authorization, execution and delivery of this Agreement, the Notes Notes, the Warrants, and the other Loan Documents, the performance of all of their obligations hereunder and thereunder and the authorization, issuance (or reservation for issuance) and delivery of the Notes, the Warrants and the Common Stock issuable upon the exercise of the Warrants and conversion of the Notes has been taken or will be taken on or prior to the Closing Date. Each of the Loan Documents has been (or on the Closing Date will be) duly executed and delivered by Borrower. Each Loan Document is a legal, valid and binding obligation of Borrower, enforceable against it in accordance with its respective terms, except as may be affected by bankruptcy, insolvency, reorganization, moratorium or other similar laws or by equitable principles relating to or limiting the rights of creditors generally. (b) The execution, delivery and performance by Borrower of each of the Loan Documents, and the consummation of the transactions contemplated thereby (including the issuance of the Notes, the Warrants and the Common Stock issuable upon exercise of the Warrants and conversion of the NotesWarrants), do not and cannot (i) conflict with any provision of Borrower's Articles of Incorporation or Bylaws, (ii) conflict with, result in a breach of, or constitute (or, with the giving of notice or lapse of time or both, would constitute) a default under, or require the approval or consent of any Person pursuant to, any Contractual Obligation of Borrower (except as disclosed in Part 4.2 of the Disclosure Schedule 4.02 which consents have been obtained and are in full force and effect), or violate any provision of Applicable Law binding on Borrower, or (iii) result in the creation or imposition of any Lien upon any asset of such Person, except for Liens in favor of the Lenders. (c) Except for filings and recordings in connection with the perfection of Liens created by the Collateral Documents, which in each case have been accurately completed and executed and delivered by Borrower, no Governmental Approval is or will be required in connection with the execution, delivery and performance by Borrower of any Loan Document toto which it is party or the transactions contemplated thereby or to ensure the legality, validity or enforceability thereof.