Common use of Authorization of Borrowing, No Conflict Clause in Contracts

Authorization of Borrowing, No Conflict. Borrower has all requisite power and authority pursuant to all applicable Laws under which it is organized to enter into, execute and deliver, and perform all of its Obligations under each Loan Document to which it is a party, and to incur the Obligations and grant security interests in the Collateral in each case as provided for in the Loan Documents. The execution, delivery and performance by Borrower of the Loan Documents it which it is a party have been duly authorized by all requisite entity action on the part of Borrower and any applicable board or directors, and no further actions or consents by or from any holder of any Capital Stock of Borrower are required pursuant to any Organizational Documents of Borrower. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party and the consummation of the transactions contemplated by each such Loan Document does not conflict with, contravene, violate, or constitute a default or breach (immediately or upon the passage of time or the giving of any notice or both), or result in the creation of any security interest or lien upon any property or asset of Borrower, under (1) any Organizational Document of Borrower, (2) any applicable Laws to which Borrower or its property and assets is subject, (3) any material contract, agreement or instrument to which Borrower is a party or by which it or its property and assets is subject, except as set forth on Schedule 4.2 attached hereto, or (4) any judgment, order, injunction or decree issued by any Governmental Authority with respect to Borrower or its property or assets. This Agreement and each other Loan Document, including the Notes, have been duly executed and delivered by Borrower, and each such Loan Document is, and will be, the legally valid and binding obligation of each Borrower, enforceable against Borrower in accordance with their respective terms except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium or other similar Laws affecting 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. Borrower Each Loan Party has all requisite the power and authority pursuant to all applicable Laws under which it is organized to enter into, execute and deliver, and perform all of its Obligations under each Loan Document to which it is a party, and to incur the Obligations and to grant liens or security interests in the Collateral in each case as provided for in Collateral. On the Closing Date, the execution, delivery and performance of the Loan DocumentsDocuments and each Related Agreement by each Loan Party signatory thereto will have been duly authorized by all necessary corporate and shareholder or equivalent action. The execution, delivery and performance by Borrower each Loan Party of the each Loan Documents it which it is a party have been duly authorized by all requisite entity action on the part of Borrower Document and any applicable board or directors, and no further actions or consents by or from any holder of any Capital Stock of Borrower are required pursuant to any Organizational Documents of Borrower. The execution, delivery and performance by Borrower of the Loan Documents each Related Agreement to which it is a party and the consummation of the transactions contemplated by the Loan Documents by each such Loan Document does Party (i) do not contravene any applicable law, the corporate charter or bylaws (or equivalent governing and organizational documents) of any Loan Party or any material agreement or any order by which any Loan Party or any Loan Party's property is bound, (ii) do not conflict with, contravene, violate, or constitute a default or breach (immediately or upon the passage of time or the giving of any notice or both), with or result in the creation breach or termination of, constitute a default under or accelerate or permit the acceleration of any security interest or lien upon performance required by, any property or asset indenture, mortgage, deed of Borrowertrust, under (1) any Organizational Document of Borrower, (2) any applicable Laws to which Borrower or its property and assets is subject, (3) any material contractlease, agreement or other instrument to which Borrower such Loan Party is a party or by which it such Loan Party or any of its property is bound; (iii) do not result in the creation or imposition of any Lien upon any of the property of such Loan Party other than those in favor of the Senior Agent, on behalf of the Agents, the Senior Lenders, the Administrative Agent and assets is subjectthe Lenders, except as set forth on Schedule 4.2 attached hereto, pursuant to the Security Documents and any Related Agreements; and (iv) do not require the consent or (4) any judgment, order, injunction or decree issued by approval of any Governmental Authority with respect to Borrower or its property or assets. This Agreement and each any other Loan DocumentPerson, including the Notes, except those which will have been duly executed and delivered by Borrowerobtained, and each such made or complied with prior to the Closing Date. The Loan Document is, and will be, Documents are the legally valid and binding obligation obligations of the applicable Loan Parties respectively, each Borrower, enforceable against Borrower the Loan Parties party thereto, as applicable, in accordance with their respective terms except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement of creditors rights generally and subject to any equitable principles limiting the right to obtain specific performance of any such obligationterms.

Authorization of Borrowing, No Conflict. Borrower (A) Each Note Party has all requisite the power and authority pursuant to all applicable Laws under which it is organized to enter into, execute and deliver, and perform all of its Obligations under each Loan Document to which it is a party, and to incur the Obligations and to grant security interests in the Collateral in Collateral. (B) On the Third A&R Effective Date, the execution, delivery and performance of the Note Documents by each case as provided for in the Loan Documents. Note Party signatory thereto will have been duly authorized by all necessary company and shareholder action. (C) The execution, delivery and performance by Borrower each Note Party of the Loan Documents it which it is a party have been duly authorized by all requisite entity action on the part of Borrower and any applicable board or directors, and no further actions or consents by or from any holder of any Capital Stock of Borrower are required pursuant to any Organizational Documents of Borrower. The execution, delivery and performance by Borrower of the Loan Documents each Note Document to which it is a party and the consummation of the transactions contemplated by the Note Documents by each such Loan Document does Note Party (i) do not conflict withcontravene any material Applicable Law or the corporate charter or bylaws or other organizational documents of any Note Party, contravene(ii) will not result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of the Borrower or any of its Subsidiaries, violateother than liens created by the Note Documents in favor of the Agent, and (iii) do not require any approval of the interest holders of any Note Party or any approval or consent of any Person under any material contractual obligation of any Note Party, other than consents or approvals that have been obtained and that are still in force and effect or that will be obtained after the date hereof to the extent set forth in Schedule 5.8, or constitute a default the failure of which to obtain would not reasonably be expected to have, either individually or breach (immediately or upon the passage of time or the giving of any notice or both), or result in the creation of any security interest or lien upon any property or asset of Borroweraggregate, under a Material Adverse Effect. (1D) any Organizational Document of Borrower, (2) any applicable Laws to which Borrower or its property and assets is subject, (3) any material contract, agreement or instrument to which Borrower is a party or by which it or its property and assets is subject, except as set forth on Schedule 4.2 attached hereto, or (4) any judgment, order, injunction or decree issued by any Governmental Authority with respect to Borrower or its property or assets. This Agreement and each other Loan Document, including the Notes, have been duly executed and delivered by Borrower, and each such Loan Document is, and will be, The Note Documents are the legally valid and binding obligation obligations of the Note Parties party thereto, each Borrower, enforceable against Borrower the Note Parties party thereto in accordance with their respective terms terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium or other similar Laws laws affecting the enforcement of creditors creditors’ rights generally and subject to any or by equitable principles limiting the right relating to obtain specific performance of any such obligationenforceability.

Authorization of Borrowing, No Conflict. Borrower (A) Each Note Party has all requisite the power and authority pursuant to all applicable Laws under which it is organized to enter into, execute and deliver, and perform all of its Obligations under each Loan Document to which it is a party, and to incur the Obligations and to grant security interests in the Collateral in Collateral. (B) On the Second A&R Effective Date, the execution, delivery and performance of the Note Documents by each case as provided for in the Loan Documents. Note Party signatory thereto will have been duly authorized by all necessary company and shareholder action. (C) The execution, delivery and performance by Borrower each Note Party of the Loan Documents it which it is a party have been duly authorized by all requisite entity action on the part of Borrower and any applicable board or directors, and no further actions or consents by or from any holder of any Capital Stock of Borrower are required pursuant to any Organizational Documents of Borrower. The execution, delivery and performance by Borrower of the Loan Documents each Note Document to which it is a party and the consummation of the transactions contemplated by the Note Documents by each such Loan Document does Note Party (i) do not conflict withcontravene any material Applicable Law or the corporate charter or bylaws or other organizational documents of any Note Party, contravene(ii) will not result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of the Borrower or any of its Subsidiaries, violateother than liens created by the Note Documents in favor of the Agent, and (iii) do not require any approval of the interest holders of any Note Party or any approval or consent of any Person under any material contractual obligation of any Note Party, other than consents or approvals that have been obtained and that are still in force and effect or that will be obtained after the date hereof to the extent set forth in Schedule 5.8, or constitute a default the failure of which to obtain would not reasonably be expected to have, either individually or breach (immediately or upon the passage of time or the giving of any notice or both), or result in the creation of any security interest or lien upon any property or asset of Borroweraggregate, under a Material Adverse Effect. (1D) any Organizational Document of Borrower, (2) any applicable Laws to which Borrower or its property and assets is subject, (3) any material contract, agreement or instrument to which Borrower is a party or by which it or its property and assets is subject, except as set forth on Schedule 4.2 attached hereto, or (4) any judgment, order, injunction or decree issued by any Governmental Authority with respect to Borrower or its property or assets. This Agreement and each other Loan Document, including the Notes, have been duly executed and delivered by Borrower, and each such Loan Document is, and will be, The Note Documents are the legally valid and binding obligation obligations of the Note Parties party thereto, each Borrower, enforceable against Borrower the Note Parties party thereto in accordance with their respective terms terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium or other similar Laws laws affecting the enforcement of creditors creditors’ rights generally and subject to any or by equitable principles limiting the right relating to obtain specific performance of any such obligationenforceability.

Authorization of Borrowing, No Conflict. Borrower (A) Each Note Party has all requisite the power and authority pursuant to all applicable Laws under which it is organized to enter into, execute and deliver, and perform all of its Obligations under each Loan Document to which it is a party, and to incur the Obligations and to grant security interests in the Collateral in Collateral. (B) On the Closing Date, the execution, delivery and performance of the Note Documents by each case as provided for in the Loan Documents. Note Party signatory thereto will have been duly authorized by all necessary company and shareholder action. (C) The execution, delivery and performance by Borrower each Note Party of the Loan Documents it which it is a party have been duly authorized by all requisite entity action on the part of Borrower and any applicable board or directors, and no further actions or consents by or from any holder of any Capital Stock of Borrower are required pursuant to any Organizational Documents of Borrower. The execution, delivery and performance by Borrower of the Loan Documents each Note Document to which it is a party and the consummation of the transactions contemplated by the Note Documents by each such Loan Document does Note Party (i) do not conflict withcontravene any material Applicable Law or the corporate charter or bylaws or other organizational documents of any Note Party, contravene(ii) will not result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of the Borrower or any of its Subsidiaries, violateother than liens created by the Note Documents in favor of the Agent, and (iii) do not require any approval of the interest holders of any Note Party or any approval or consent of any Person under any material contractual obligation of any Note Party, other than consents or approvals that have been obtained and that are still in force and effect or that will be obtained after the date hereof to the extent set forth in Schedule 5.8, or constitute a default the failure of which to obtain would not reasonably be expected to have, either individually or breach (immediately or upon the passage of time or the giving of any notice or both), or result in the creation of any security interest or lien upon any property or asset of Borroweraggregate, under a Material Adverse Effect. (1D) any Organizational Document of Borrower, (2) any applicable Laws to which Borrower or its property and assets is subject, (3) any material contract, agreement or instrument to which Borrower is a party or by which it or its property and assets is subject, except as set forth on Schedule 4.2 attached hereto, or (4) any judgment, order, injunction or decree issued by any Governmental Authority with respect to Borrower or its property or assets. This Agreement and each other Loan Document, including the Notes, have been duly executed and delivered by Borrower, and each such Loan Document is, and will be, The Note Documents are the legally valid and binding obligation obligations of the Note Parties party thereto, each Borrower, enforceable against Borrower the Note Parties party thereto in accordance with their respective terms terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium or other similar Laws laws affecting the enforcement of creditors creditors’ rights generally and subject to any or by equitable principles limiting the right relating to obtain specific performance of any such obligationenforceability.

Authorization of Borrowing, No Conflict. Borrower (A) Each Note Party has all requisite the power and authority pursuant to all applicable Laws under which it is organized to enter into, execute and deliver, and perform all of its Obligations under each Loan Document to which it is a party, and to incur the Obligations and to grant security interests in the Collateral in Collateral. (B) On the A&R Effective Date, the execution, delivery and performance of the Note Documents by each case as provided for in the Loan Documents. Note Party signatory thereto will have been duly authorized by all necessary company and shareholder action. (C) The execution, delivery and performance by Borrower each Note Party of the Loan Documents it which it is a party have been duly authorized by all requisite entity action on the part of Borrower and any applicable board or directors, and no further actions or consents by or from any holder of any Capital Stock of Borrower are required pursuant to any Organizational Documents of Borrower. The execution, delivery and performance by Borrower of the Loan Documents each Note Document to which it is a party and the consummation of the transactions contemplated by the Note Documents by each such Loan Document does Note Party (i) do not conflict withcontravene any material Applicable Law or the corporate charter or bylaws or other organizational documents of any Note Party, contravene(ii) will not result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of the Borrower or any of its Subsidiaries, violateother than liens created by the Note Documents in favor of the Agent, and (iii) do not require any approval of the interest holders of any Note Party or any approval or consent of any Person under any material contractual obligation of any Note Party, other than consents or approvals that have been obtained and that are still in force and effect or that will be obtained after the date hereof to the extent set forth in Schedule 5.8, or constitute a default the failure of which to obtain would not reasonably be expected to have, either individually or breach (immediately or upon the passage of time or the giving of any notice or both), or result in the creation of any security interest or lien upon any property or asset of Borroweraggregate, under a Material Adverse Effect. (1D) any Organizational Document of Borrower, (2) any applicable Laws to which Borrower or its property and assets is subject, (3) any material contract, agreement or instrument to which Borrower is a party or by which it or its property and assets is subject, except as set forth on Schedule 4.2 attached hereto, or (4) any judgment, order, injunction or decree issued by any Governmental Authority with respect to Borrower or its property or assets. This Agreement and each other Loan Document, including the Notes, have been duly executed and delivered by Borrower, and each such Loan Document is, and will be, The Note Documents are the legally valid and binding obligation obligations of the Note Parties party thereto, each Borrower, enforceable against Borrower the Note Parties party thereto in accordance with their respective terms terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium or other similar Laws laws affecting the enforcement of creditors creditors’ rights generally and subject to any or by equitable principles limiting the right relating to obtain specific performance of any such obligationenforceability.