Common use of Authorization; Governmental Approvals Clause in Contracts

Authorization; Governmental Approvals. The execution, delivery and performance by Borrower and each pledgor under any Pledge Agreement of the Financing Documents to which it is or may become a party, the borrowings contemplated by the provisions of this Agreement, the execution, issuance and delivery of the Notes to evidence such borrowings and in payment of interest thereon, and the consummation by Borrower or any such pledgor of the transactions herein and therein contemplated to be consummated by Borrower or any such pledgor have been duly authorized by all necessary corporate action on the part of Borrower or such pledgor, as the case may be. No authorization, consent, approval, license or exemption of, and no registration, notice, qualification, designation, declaration or filing with or to, any court, government or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and no vote, authorization, consent or approval of directors, shareholders or similar Persons with respect to Borrower or any such pledgor, is necessary to or for the valid execution and delivery by Borrower or any such pledgor of the Financing Documents to which it is or may become a party, the borrowings contemplated by the provisions of this Agreement, the valid execution, issuance and delivery by Borrower of the Notes to evidence such borrowings and in payment of interest thereon, or the consummation by Borrower or any such pledgor of the transactions herein and therein contemplated to be consummated by Borrower or any such pledgor, other than such items the absence of which, in the aggregate, have not had, and are not reasonably expected to have, a Material Adverse Effect.

Authorization; Governmental Approvals. The executionExcept as set forth on ------------------------------------- Exhibit C attached hereto, the execution and delivery and performance by Borrower and each pledgor under any Pledge Agreement of this Agreement, the Financing Documents to which it is or may become a party, --------- making of the borrowings contemplated by the provisions of this Agreementhereof, the execution, issuance and delivery of the Demand Promissory Notes to evidence such borrowings borrowings, the execution and in payment delivery of interest thereonthe Security Documents, the Loan Documents and all other instruments, documents and agreements contemplated or required by the provisions hereof or thereof to be executed and delivered by each of the Borrowers and the consummation by Borrower or any such pledgor of the transactions by each of the Borrowers herein and therein contemplated to be consummated by Borrower or any such pledgor have each been duly authorized by all necessary corporate or partnership action on the part of Borrower or such pledgoreach of the Borrowers. Except as set forth on Exhibit B, as the case may be. No other authorization, consent, approval, --------- license or exemption of, and no registration, notice, qualification, designation, declaration or filing with or towith, any court, government or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreignPerson, and no other vote, authorization, consent or approval of directorsdirectors of each of the Borrowers, shareholders or similar Persons with respect to Borrower or of any such pledgorPerson, is or was necessary to or for the valid execution and delivery of this Agreement by Borrower or any such pledgor each of the Financing Documents to which it is or may become a partyBorrowers, the making by each of the Borrowers of the borrowings contemplated by the provisions of this Agreementhereof, the valid execution, issuance and delivery by Borrower each of the Borrowers of the Demand Promissory Notes to evidence such borrowings borrowings, the execution and in payment delivery by each of interest thereonthe Borrowers of the Security Documents, the Loan Documents and all other instruments, documents and agreements contemplated or required by the provisions hereof or thereof to be executed and delivered by each of the Borrowers or the consummation by Borrower or any such pledgor each of the Borrowers of the transactions herein and therein contemplated to be consummated by Borrower or any such pledgor, other than such items the absence of which, in the aggregate, have not had, and are not reasonably expected to have, a Material Adverse Effectcontemplated.

Authorization; Governmental Approvals. The execution, delivery and performance by Borrower and each pledgor under any Pledge Agreement Except as set forth on Schedule 3.4 of the Financing Documents Disclosure Schedule and subject to which it is or may become a partythe actions described in Section 6.8 below, the borrowings contemplated by the provisions execution and delivery of this Agreement, the executionissuance of the Preferred Stock, the issuance of the Conversion Stock, the issuance of the Notes, the execution and delivery of the Notes other Transaction Documents and all other instruments, documents and agreements contemplated or required by the provisions hereof or thereof to evidence such borrowings be executed and in payment of interest thereon, delivered by the Company and the consummation by Borrower or any such pledgor the Company of the transactions herein and therein contemplated to be consummated by Borrower or any such pledgor the Company have each been duly authorized by all necessary corporate action on the part of Borrower or such pledgorthe Company. Except for filings necessary for the sale of the Investor Preferred Stock, as the case may be. No Notes, the Preferred Stock issuable upon the conversion of the Notes and the Conversion Stock to qualify for certain exemptions from the registration requirements under state blue sky laws and federal securities laws and shareholder approval described in Section 6.8, no authorization, consent, approval, license or exemption of, and no registration, notice, qualification, designation, declaration or filing with or towith, any court, government court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and no vote, authorization, consent or approval of directors, shareholders or similar Persons with respect to Borrower or any such pledgorof the Company, is or was necessary to or for (a) the valid execution and delivery by Borrower or any such pledgor of the Financing Documents to which it is or may become a party, the borrowings contemplated this Agreement by the provisions of this AgreementCompany, (b) the valid execution, issuance and delivery by Borrower of the Preferred Stock, the issuance of the Conversion Stock and the issuance of the Notes hereunder, (c) the execution and delivery by the Company of the other Transaction Documents and all other instruments, documents and agreements contemplated or required by the provisions hereof or thereof and to evidence such borrowings be executed and in payment of interest thereondelivered by the Company, or (d) the consummation by Borrower or any such pledgor the Company of the transactions herein and therein contemplated to be consummated by Borrower or any such pledgor, other than such items the absence of which, in the aggregate, have not had, and are not reasonably expected to have, a Material Adverse EffectCompany.

Authorization; Governmental Approvals. The execution, execution and delivery and performance by Borrower and each pledgor under any Pledge Agreement ------------------------------------- of the Financing Documents to which it is or may become a partythis Agreement, the borrowings contemplated by the provisions of this Agreementhereof, the execution, issuance and delivery of the Notes Subordinated Note to evidence such borrowings borrowings, the execution and in payment delivery of interest thereonthe Senior Loan Agreement, the Senior Notes and the other Senior Loan Documents, the Subordination Agreements, the Merger Agreement, the Stock and Warrant Purchase Agreement and all other instruments, documents and agreements contemplated or required by the provisions hereof or thereof to be executed and delivered by Borrower, and of the Subordinated Guaranty by the Borrower's Subsidiaries, and the consummation by Borrower or any such pledgor and each of its Subsidiaries of the transactions herein and therein contemplated to be consummated by Borrower or any such pledgor and each of its Subsidiaries have been duly authorized by all necessary corporate action on the part of Borrower or such pledgorand each of its Subsidiaries. Except as set forth on the Disclosure Schedule, as the case may be. No no authorization, consent, approval, license or exemption ------------------- of, and no registration, notice, qualification, designation, declaration or filing with or towith, any court, government court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and no vote, authorization, consent or approval of directors, shareholders or similar Persons with respect to of Borrower or any such pledgorof its Subsidiaries, is or was necessary to or for (a) the valid execution and delivery of this Agreement by Borrower or any such pledgor of the Financing Documents to which it is or may become a partyBorrower, (b) the borrowings contemplated by the provisions of this Agreementhereof, (c) the valid execution, issuance and delivery by Borrower of the Notes Subordinated Note to evidence such borrowings borrowings, (d) the execution and in payment delivery by Borrower of interest thereonthe Senior Loan Agreement, the other Senior Loan Documents, the Subordination Agreements, the Merger Agreement, the Stock and Warrant Purchase Agreement and all other instruments, documents and agreements contemplated or required by the provisions hereof or thereof and to be executed and delivered by Borrower and by each of Borrower's Subsidiaries of the Subordinated Guaranty or (e) the consummation by Borrower or any such pledgor of the transactions herein and therein contemplated to be consummated by Borrower Borrower, all of which items listed on the Disclosure Schedule shall be duly ------------------- obtained or any such pledgor, other than such items made prior to the absence making of which, in the aggregate, have not had, and are not reasonably expected to have, a Material Adverse EffectLoans hereunder.