Authorization, Execution, Delivery and Enforceability. (a) Transactions are Legal and Authorized. The consummation by the Company of each of the Transactions:
(i) is within the corporate powers of the Company;
(ii) will not conflict with, result in any breach in any provisions of, constitute a default under, or result in the creation of any Lien upon any Property of the Company under the provisions of any charter instrument or bylaw to which it or any of its Properties may be bound;
(iii) will not conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company;
(iv) will not violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company; or
(v) will not conflict with, result in any breach in any of the provisions of, constitute a default under, or result in the creation of any Lien upon any Property of the Company under the provisions of, any agreement or instrument (other than its charter instrument or bylaw) to which it is a party or by which it or any of its Property may be bound, which could either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Authorization, Execution, Delivery and Enforceability. (a) The execution, delivery and performance by the Debtor of this Security Agreement, the landlord lien waivers required by Section 4.4 of this Security Agreement, the consignee agreement between the Collateral Agent and The Home Depot (in the form attached as Exhibit K-1 to that certain Eighth Amendment to Credit Agreement dated as of even date hereof (the “Eighth Amendment”) between the Debtor and Branch Banking and Trust Company), the consignment agreement between the Collateral Agent and Lowe’s (in the form attached as Exhibit K-2 to the Eighth Amendment), and the Intercreditor Agreement are within its corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene or constitute (with or without the giving of notice or lapse of time or both) a default under any provision of applicable law or of the organizational documents of the Debtor or any Subsidiary or of any agreement, judgment, injunction, order, decree or other instrument binding upon or affecting the Debtor or any Subsidiary or result in the creation or imposition of any Lien on any asset of the Debtor or any of its Subsidiaries other than a Lien in favor of the Collateral Agent as provided in this Security Agreement.
(b) This Security Agreement and the Intercreditor Agreement constitute, and the landlord lien waivers required by Section 4.4 of this Security Agreement and the two consignee agreements described in Section 4.4 of this Security Agreement when executed and delivered by the Debtor will constitute, the valid and binding agreements of the Debtor, enforceable against the Debtor in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and by equitable principles of general applicability (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authorization, Execution, Delivery and Enforceability. Borrower has taken all necessary limited liability company action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. This Agreement and the other Loan Documents have been duly executed and delivered by or on behalf of Borrower and constitute the legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Authorization, Execution, Delivery and Enforceability. This Agreement and each of the Transaction Documents to which Buyer is a party has been duly and validly authorized, executed and delivered by Buyer and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject, as to the enforcement of remedies, to general equitable principles and to bankruptcy, insolvency and similar laws affecting creditors’ rights generally. The execution and delivery by Buyer of this Agreement and each of the Transaction Documents to which it is a party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action, as applicable, and no other proceedings on the part of Buyer are necessary to authorize this Agreement or any of the Transaction Documents to which either is a party, or to consummate the transactions contemplated hereby and thereby.
Authorization, Execution, Delivery and Enforceability. The Company has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Operating Partnership has the partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by the Company and the Operating Partnership. This Agreement constitutes the valid, binding and enforceable obligation of the Company and the Operating Partnership, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity and except as rights to indemnification and contribution may be limited by applicable law or policies underlying such law.
Authorization, Execution, Delivery and Enforceability. All corporate action necessary to be taken by Purchaser to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by Purchaser in connection with the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly executed and delivered by Purchaser, and constitutes the valid, binding and enforceable obligation of Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity.
Authorization, Execution, Delivery and Enforceability. All corporate action by Buyer required in order to authorize the transactions contemplated by this Agreement and the other agreements and instruments to be executed and delivered by it in connection with the transactions contemplated hereby and thereby has been duly and validly taken; and this Agreement and such other agreements and instruments have been duly executed and delivered by Buyer and constitute the valid and binding obligations of Buyer enforceable in accordance with their terms, except as to (a) such enforcement's being subject to bankruptcy, insolvency, reorganization, moratorium, or other laws relating to creditors' rights, or debtor's moratorium, and (b) the availability of the remedy of specific performance and other forms of equitable relief.
Authorization, Execution, Delivery and Enforceability. All corporate action by Seller and Parent required in order to authorize the transactions contemplated by this Agreement and the other agreements and instruments to be executed and delivered by it in connection with the transactions
Authorization, Execution, Delivery and Enforceability. The Issuer Trustee has duly authorized, executed and delivered the Documents for and on behalf of Pure Trust. Each of the Documents constitutes a legal, valid and binding obligation of Pure Trust enforceable against Pure Trust in accordance with its terms.
Authorization, Execution, Delivery and Enforceability. The Company has full power and authority and, except for the filing of the Certificate of Designation with the Secretary of State of Delaware, has taken all requisite action on the part of the Company, its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance (or reservation for issuance) and delivery of the Securities. The Transaction Documents have been duly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally and to general equitable principles.
