Authorization of Borrowing, No Conflict. Borrower has the corporate power and authority to incur the Obligations and to grant security interests in the Collateral. On the Closing Date, the execution, delivery and performance of the Loan Documents by each Loan Party signatory thereto will have been duly authorized by all necessary corporate and stockholder action. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party and the consummation of the transactions contemplated by this Agreement and the other Loan Documents by each Loan Party do not contravene and will not be in contravention of any applicable law, the corporate charter or bylaws of any Loan Party or any agreement or order by which any Loan Party or any Loan Party's property is bound. This Agreement is, and the other Loan Documents, including the Notes when executed and delivered will be, the legally valid and binding obligations of the applicable Loan Parties respectively, each enforceable against the Loan Parties, as applicable, in accordance with their respective terms.
Authorization of Borrowing, No Conflict. Borrower has the corporate --------------------------------------- power and authority to incur the Obligations and to grant security interests in the Collateral. On the Closing Date, the execution, delivery and performance of the Loan Documents by each Loan Party signatory thereto will have been duly authorized by all necessary corporate and shareholder action. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party and the consummation of the transactions contemplated by this Agreement and the other Loan Documents by each Loan Party do not contravene and will not be in contravention of any applicable law, the corporate charter or bylaws of any Loan Party or any agreement or order by which any Loan Party or any Loan Party's property is bound. This Agreement is, and the other Loan Documents, including the Revolving Note[s] when executed and delivered will be, the legally valid and binding obligations of the applicable Loan Parties respectively, each enforceable against the Loan Parties, as applicable, in accordance with their respective terms.
Authorization of Borrowing, No Conflict. Borrower has the --------------------------------------- corporate power and authority to incur the Obligations and to grant security interests in the Collateral. On the Closing Date, the execution, delivery and performance of the Loan Documents by each Loan Party signatory thereto will have been duly authorized by all necessary organizational and owner action. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party and the consummation of the transactions contemplated by the Loan Documents by each Loan Party do not contravene any applicable law, the corporate organizational or regulatory documentation of any Loan Party or any material agreement or order by which any Loan Party or any Loan Party's property is bound. The Loan Documents are the legally valid and binding obligations of the applicable Loan Parties respectively, each enforceable against the Loan Parties, as applicable, in accordance with their respective terms.
Authorization of Borrowing, No Conflict. (A) Each Note Party has the power and authority to incur the Obligations and to grant security interests in the Collateral.
Authorization of Borrowing, No Conflict. Each of the Borrowers has the power and authority to incur the Obligations and to grant security interests in the Collateral. On the Closing Date, the execution, delivery and performance of the Loan Documents by each Borrower signatory thereto will have been duly authorized by all necessary corporate and shareholder action. The execution, delivery and performance by each Borrower of each Loan Document to which it is a party and the consummation of the transactions contemplated thereby do not contravene any applicable law, the corporate charter or bylaws or other organizational documents of any Borrower or any material agreement or order by which any Borrower or any Borrower's property is bound. This Agreement and the other Loan Documents are the legal, valid and binding obligations of the applicable Borrowers respectively, each enforceable against the Borrowers, as applicable, in accordance with their respective terms.
Authorization of Borrowing, No Conflict. The execution, delivery and performance of the Credit Documents have been duly authorized by all necessary corporate, limited liability company or limited partnership, as applicable, action on the part of each Credit Party that is a party thereto. The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate any provision of any law or any governmental rule or regulation applicable to Holdings or any of its Subsidiaries, the Certificate or Articles of Incorporation or Bylaws (or equivalent constituent documents) of Holdings or any of its Subsidiaries or any order, judgment or decree of any court or other agency of government binding on Holdings or any of its Subsidiaries, except to the extent such violation could not be reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Holdings or any of its Subsidiaries, (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Holdings or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent on behalf of the Secured Parties), or (d) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of Holdings or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the Effective Date and disclosed in writing to Lenders and except for any such consents or approvals the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect.
Authorization of Borrowing, No Conflict. Each Loan Party has the power and authority to incur the Obligations and to grant security interests in the Collateral. On the Closing Date, the execution, delivery and performance of the Loan Documents by each Loan Party signatory thereto will have been duly authorized by all necessary corporate and shareholder action. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party and the consummation of the transactions contemplated by the Loan Documents by each Loan Party do not contravene any applicable law, the corporate charter or bylaws or other organizational documents of any Loan Party or any material agreement or order by which any Loan Party or any Loan Party's property is bound and will not (x) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Loan Party, other than Permitted Encumbrances, or (y) require any approval of the interest holders of any Loan Party or any approval or consent of any Person under any material contractual obligation of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect. The Loan Documents are the legally valid and binding obligations of the applicable Loan Parties respectively, each enforceable against the Loan Parties, as applicable, in accordance with their respective terms.
Authorization of Borrowing, No Conflict. The Credit Parties have the power and authority to incur the Obligations and to grant security interests in the Collateral, and Borrower has the power and authority to issue and deliver the Warrant. The execution, delivery and performance of the Loan Documents by the Credit Parties will have been duly authorized by all necessary company and shareholder action. The execution, delivery and performance of the Loan Documents by the Credit Parties and the consummation of the transactions contemplated by this Agreement and the other Loan Documents by the Credit Parties, do not contravene and will not be in contravention of any applicable law, organizational documents of any Credit Party or any agreement or order by which they or any of their property is bound. This Agreement and the other Loan Documents, including the Term Note, when executed and delivered, are and will be, the legally valid and binding obligations of the Credit Parties, enforceable against the Credit Parties in accordance with their respective terms except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws effecting the enforcement of creditors rights generally and subject to any equitable principles limiting the right to obtain specific performance of any such obligation.
Authorization of Borrowing, No Conflict. The Lender has the power and authority to enter into this Agreement and the other Loan Documents. The execution, delivery and performance of the Loan Documents by the Lender will have been duly authorized by all necessary action. The execution, delivery and performance of the Loan Documents by the Lender and the consummation of the transactions contemplated by this Agreement and the other Loan Documents by the Lender, do not contravene and will not be in contravention of any applicable law, organizational documents of Lender or any agreement or order by which it or any of its property is bound. This Agreement and the other Loan Documents, including the Notes, when executed and delivered, are and will be, the legally valid and binding obligations of the Lender, enforceable against the Lender in accordance with their respective terms except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws effecting the enforcement of creditors rights generally and subject to any equitable principles limiting the right to obtain specific performance of any such obligation.
Authorization of Borrowing, No Conflict. The Borrower has the limited partnership power and authority to incur the Obligations and execute, deliver, and perform the Loan Documents to which it is a party and the Merger Agreement. Each Guarantor has the limited partnership or corporate (as applicable) power and authority to incur the obligations under its Guaranty and to execute, deliver and perform the Loan Documents (and with respect to Merger Sub, the Merger Agreement) to which it is a party. On the Closing Date, the execution, delivery and performance of the Loan Documents and the Merger Agreement by the Borrower and each other Loan Party will have been duly authorized by all necessary limited partnership or corporate (as applicable) action. The execution, delivery and performance by the Borrower and each other Loan Party of each Loan Document to which it is a party and, with respect to Borrower and Merger Sub, the Merger Agreement, and the consummation of the transactions contemplated by this Agreement, the other Loan Documents and the Merger Agreement by the Borrower and each other Loan Party, and the enforcement thereof by Lender (A) do not contravene and will not be in contravention of any applicable law, the limited partnership agreement of the Borrower, the limited partnership agreement, corporate charter or bylaws (or other constituent documents) of any other Loan Party, or any agreement or order by which the Borrower, any other Loan Party or the Borrower’s property is bound, except any such agreement non-compliance with which would not have a Material Adverse Effect and (B) do not and will not require any consent, order, license, validation or approval of or filing or registration with any government, governmental authority or agency, court or administration body except such as have been duly obtained, are in full force and effect and are listed in Schedule 4.2. This Agreement is, and the other Loan Documents, including the Note when executed and delivered will be, the legally valid and binding obligations of the Borrower and each other Loan Party (to the extent such Person is a party thereto), each enforceable against the Borrower and each other Loan Party as the case may be, in accordance with its respective terms.
