Authorization; Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the Note, and borrowings hereunder, have been duly authorized by all necessary corporate or trust action of such Borrower and will not result in any violation of or be in conflict with or constitute a default under any term of the charter, by-laws or trust agreement, as applicable, of such Borrower or of any borrowing restrictions or prospectus or statement of additional information of such Borrower or the applicable Fund(s), or of any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Borrower on behalf of the applicable Fund(s), or result in the creation of any mortgage, lien, charge or encumbrance upon any of the properties or assets of the applicable Fund(s) pursuant to any such term. Such Borrower is not in violation of any term of its respective charter, by-laws or trust agreement, as applicable, and such Borrower and the applicable Fund(s) are not in violation of any material term of any agreement or instrument to which they are a party, or to the best of such Borrower's knowledge, of any judgment, decree, order, statute, rule or governmental regulation applicable to them;
Authorization; Compliance with Other Instruments. A. Such Purchaser has the necessary power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder. The execution, delivery and performance of this Agreement to which such Purchaser is a party and the consummation of the transactions contemplated hereby have been duly authorized by such Purchaser’s respective board of directors, general partner, managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its stockholders, partners or other equity owners, as the case may be, is required. This Agreement has been duly and validly executed and delivered by such Purchaser and, assuming due authorization, execution and delivery by the Company and the other parties hereto, is the valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles).
B. Neither the execution, delivery and performance by such Purchaser of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by such Purchaser with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of such Purchaser under any of the terms, conditions or provisions of (i) such Purchaser’s articles of incorporation or by-laws, its certificate of limited partnership or partnership agreement or its similar governing documents or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such Purchaser is a party or by which such Purchaser may be bound, or to which such Purchaser or any of the properties or assets of such Purchaser may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph (and assuming the correctness of the representations and warranties of the Company a...
Authorization; Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the Note, and borrowings hereunder, have been duly authorized by all necessary corporate or trust action of the Borrower and will not result in any violation of or be in conflict with or constitute a default under any term of the charter, by-laws or trust agreement of such Borrower or the applicable Funds, or of any borrowing restrictions or prospectus or statement of additional information of such Borrower or the applicable Funds, or of any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Borrower, or result in the creation of any mortgage, lien, charge or encumbrance upon any of the properties or assets of such Borrower or the applicable Funds pursuant to any such term. The Borrower and the applicable Funds are not in violation of any term of their respective charter, by-laws or trust agreement, and such Borrower and the applicable Funds are not in violation of any material term of any agreement or instrument to which they are a party, or to the best of such Borrower's knowledge, of any judgment, decree, order, statute, rule or governmental regulation applicable to them;
Authorization; Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the Notes have been duly authorized by all necessary corporate action on the part of each Borrower, will not result in any violation of or be in conflict with or constitute a default under any term of the charter or by-laws of any Borrower, or of any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to any Borrower, or result in the creation of any mortgage, lien, charge or encumbrance upon any of the properties or assets of any Borrower pursuant to any such term. Neither any Borrower nor any Subsidiary is in violation of any term of its charter or by-laws, or of any term of any material agreement or instrument to which it is a party, or, to each Borrower's knowledge, of any judgment, decree, order, statute, rule or governmental regulation applicable to it.
Authorization; Compliance with Other Instruments. The execution, delivery and performance of this Agreement, the Notes and the other Loan Documents, have been duly authorized by all necessary action on the part of the Borrower and its Subsidiaries party thereto, will not result in any violation of or be in conflict with or constitute a default under any term of the charter or by-laws of the Borrower or any Subsidiary party to any of the Loan Documents, or of any material agreement, or any material instrument, judgment, decree, order, statute, rule or governmental regulation applicable to the Borrower or any Subsidiary party to any of the Loan Documents or to which the Borrower or any such Subsidiary is a party, as the case may be, or result in the creation of any mortgage, lien, charge or encumbrance upon any of the properties or assets of the Borrower or any such Subsidiary pursuant to any such term, other than the liens created under the Loan Documents. No consent of stockholders of the Borrower is necessary in order to authorize the execution, delivery or performance of this Agreement or the Loan Documents, or the issuance of the Notes other than those consents which have been obtained as of the Closing Date. Neither the Borrower nor any Subsidiary is in violation of any term of its charter or by-laws, or of any material term of any material agreement or instrument to which it is a party, or, of any judgment, decree, order, statute, rule or governmental regulation applicable to it which is reasonably likely to have a Material Adverse Effect.
Authorization; Compliance with Other Instruments. The execution, delivery and performance of this Agreement, the Notes and the Security Documents, and all documents and agreements executed by the Company in connection with the Related Events have been duly authorized by all necessary corporate action on the part of the Company and its Subsidiaries, will not result in any violation of or be in conflict with or constitute a default under any term of the charter or by-laws of the Company or any Subsidiary, or of any agreement (including but not limited to any agreement executed in connection with any Eligible Securitization Transaction), instrument, judgment, decree, order, statute, rule or governmental regulation applicable to the Company or any Subsidiary, or result in the creation of any mortgage, lien, charge or encumbrance upon any of the properties or assets of the Company or any Subsidiary pursuant to any such term (except pursuant to the Security Documents). This Agreement, the Notes, the Security Documents and each of the other Loan Documents are valid, binding and enforceable obligations of the Company. No consent of stockholders of the Company is necessary in order to authorize the execution, delivery or performance of this Agreement, the Security Documents, the issuance of the Notes or any other agreement executed in connection with any of the Related Events. Neither the Company nor any Subsidiary is in violation of any term of its charter or by-laws, or of any material term of any agreement (including but not limited to any agreement executed in connection with any Eligible Securitization Transaction) or instrument to which it is a party, or, to the best of the Company's knowledge, of any judgment, decree, order, statute, rule or governmental regulation applicable to it which might reasonably be expected to have a Material Adverse Effect.
Authorization; Compliance with Other Instruments. (i) The Investor has the necessary power and authority to execute and deliver this Agreement and the other Transaction Documents to which the Investor is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Investor of this Agreement and the other Transaction Documents to which the Investor is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of the Investor and no further approval or authorization by the Investor is required. This Agreement has been and the other Transaction Documents to which the Investor is a party will have been at the First Closing duly and validly executed and delivered by the Investor and, assuming due authorization, execution and delivery by the Company and the other parties thereto, are, or in the case of documents executed after the date of this Agreement, will be, upon execution, the valid and binding obligations of the Investor enforceable against the Investor in accordance with their terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles).
(ii) Neither the execution, delivery and performance by the Investor of this Agreement or the other Transaction Documents, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Investor with any of the provisions hereof or thereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the material properties or assets of the Investor, under any of the terms, conditions or provisions of (1) the Investor’s articles of formation or operating agreement or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor is a party or by which the Investor may be bound, or to which the Investor or any of the properties or assets of the ...
Authorization; Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the Note, the Security Instruments and the Debt Subordination and Standby Agreement have been duly authorized by all necessary action on the part of the Borrower and Parent Company, will not result in any violation of or be in conflict with any term of the Borrower’s and Parent Company’s Organizational Documents, including their respective Articles of Organization, Bylaws, or of any material agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to the Borrower or Parent Company, or result in the creation of any mortgage, lien, charge or encumbrance upon any of the properties or assets of the Borrower or Parent Company pursuant to any such term. Neither the Borrower nor Parent Company is in violation of any term of its Organizational Documents, or of any term of any material agreement or instrument to which it is a party, or, of any judgment, decree, order, statute, rule or governmental regulation applicable to it, the non-compliance with which would have a material adverse effect on the Borrower or Parent Company or their respective properties.
Authorization; Compliance with Other Instruments. The execution, delivery and performance of this Agreement, the Note, the Warrant and the Security Documents have been duly authorized by all necessary corporate action on the part of the Company, will not result in any violation of or be in conflict with or constitute a default under any term of the charter or by-laws of the Company, or of any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to the Company, or result in the creation of any mortgage, lien, charge or encumbrance upon any of the properties or assets of the Company pursuant to any such term. The Company is not in violation of any term of its Certificate of Incorporation or by-laws, or of any term of any agreement or instrument to which it is a party, or of any judgment, decree, order, statute, rule or governmental regulation applicable to it.
Authorization; Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the other Loan Documents have been duly authorized by all necessary corporate action on the part of the Borrower, and this Agreement, each other Loan Document and each other document executed in connection with the transactions contemplated by this Agreement constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) or public policy, will not result in any violation of or be in conflict with or constitute a default under any term of the charter or by-laws of the Borrower, or of any material agreement, or any instrument, judgment, decree, order, statute, rule or governmental regulation applicable to the Borrower, or result in the creation of any mortgage, lien, charge or encumbrance upon any of the properties or assets of the Borrower pursuant to any such term. The Borrower is not in violation of any term of its charter or by-laws, or of any material term of any agreement or instrument to which it is a party, or, to the best of the Borrower’s knowledge, of any judgment, decree, order, statute, rule or governmental regulation applicable to it.
