Common use of Authorization, Validity, and Enforceability of this Agreement and the Loan Documents Clause in Contracts

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral of the Borrower. The Borrower has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms without defense, setoff or counterclaim. The Borrower’s execution, delivery, and performance of this Agreement and the other Loan Documents, including the grant or perfection of the Agent’s Liens, do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of the Borrower or any of its Restricted Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to the Borrower or any of its Restricted Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral of the BorrowerSecurity Interest. The Borrower has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents Documents. No consent, approval, or authorization of, or filing with, any Public Authority, and no consent of, any other Person, is required in connection with the Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for (a) those already duly obtained, (b) those required to which it is a partyperfect the Lender's Security Interest, and (c) the compliance with any of the conditions precedent set forth in Sections 10.4 and 10.10 hereof. This Agreement and the other Loan Documents have been duly executed and delivered by the Borrower, Borrower and constitute the legal, valid and binding obligations obligation of the Borrower, enforceable against it in accordance with their respective its terms without defense, setoff setoff, or counterclaim. The Borrower’s 's execution, delivery, and performance of this Agreement and the other Loan Documents, including the grant or perfection of the Agent’s Liens, Documents do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property Property of the Borrower or any of its Restricted Subsidiaries (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any contract, material mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to the Borrower or any of its Restricted Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries.or

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Each Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral of the BorrowerSecurity Interest. The Each Borrower has taken all necessary corporate action (including including, without limitation, obtaining approval of its stockholders if necessarystockholders) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it Documents. No consent, approval or authorization of, or declaration or filing with, any Public Authority, and no consent of any other Person, is a partyrequired in connection with any Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. This Agreement and the other Loan Documents have been duly executed and delivered by the Borrower, each Borrower and constitute constitutes the legal, valid and binding obligations obligation of the each Borrower, enforceable against it in accordance with their respective its terms without defense, setoff setoff, or counterclaim. The No Borrower’s 's execution, delivery, and performance of this Agreement and the other Loan Documents, including the grant Documents does or perfection of the Agent’s Liens, do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property Property of the such Borrower or any of its Restricted Subsidiaries (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the such Borrower or any of its Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to the such Borrower or any of its Restricted Subsidiaries, or (c) the certificate Certificate or articles Articles of incorporation Incorporation or byBy-laws or other organizational document Laws of the such Borrower or any of its Restricted Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral of the BorrowerCollateral. The Borrower has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms without defense, setoff or counterclaim. The Borrower’s execution, delivery, and performance of this Agreement and the other Loan Documents, including the grant or perfection of the Agent’s Liens, do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of the Borrower or any of its Restricted Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to the Borrower or any of its Restricted Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral of the BorrowerSecurity Interest. The Borrower has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents Documents. No consent, approval, or authorization of, or filing with, any Public Authority, and no consent of, any other Person, is required in connection with the Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for (a) those already duly obtained, (b) those required to which it is a partyperfect the Lender's Security Interest, and (c) the compliance with any of the conditions precedent set forth in Sections 10.4 and 10.10 hereof. This Agreement and the other Loan Documents have been duly executed and delivered by the Borrower, Borrower and constitute the legal, valid and binding obligations obligation of the Borrower, enforceable against it in accordance with their respective its terms without defense, setoff setoff, or counterclaim. The Borrower’s 's execution, delivery, and performance of this Agreement and the other Loan Documents, including the grant or perfection of the Agent’s Liens, Documents do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property Property of the Borrower or any of its Restricted Subsidiaries (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any contract, material mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower is a party or which is binding upon it, (b) any Requirement of Law judg- ment, law, statute, rule or governmental regulation applicable to the Borrower or any of its Restricted SubsidiariesBorrower, or (c) the certificate Certificate or articles Articles of incorporation Incorporation or byBy-laws or other organizational document Laws of the Borrower or any of its Restricted SubsidiariesBorrower.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan DocumentsDocuments to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral of the BorrowerCollateral. The Borrower has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms without defenseexcept as may be limited by bankruptcy, setoff insolvency or counterclaimcreditors’ rights laws generally. The Borrower’s execution, delivery, and performance of this Agreement and the other Loan Documents, including the grant or perfection of the Agent’s Liens, Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of the Borrower or any of its Restricted Subsidiaries Subsidiaries, by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to the Borrower or any of its Restricted Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or other organizational document the limited liability company or limited partnership agreement of the Borrower or any of its Restricted Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Each of the Borrower and OGAC has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant to the Agent Lender, Liens upon upon, and security interests in in, the Collateral Collateral. Each of the Borrower. The Borrower and OGAC has taken all necessary corporate action (including including, without limitation, obtaining approval of its stockholders stockholders, if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it Documents. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is a party. This Agreement and the other Loan Documents have been duly executed and delivered by required in connection with the Borrower, and constitute the legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms without defense, setoff or counterclaim. The Borrower’s 's execution, delivery, and performance of this Agreement and the other Loan Documents, including except for those already duly obtained. Each of this Agreement and the grant or perfection other Loan Documents has been duly executed and delivered by the Borrower and OGAC, and constitutes the legal, valid and binding obligation of the Agent’s LiensBorrower and OGAC, enforceable against them in accordance with their respective terms. The Borrower's and OGAC's execution, delivery, and performance of the Loan Documents to which they are respectively a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property Property of the Borrower or any of its Restricted Subsidiaries OGAC by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower or any of its Subsidiaries is a party or which is binding upon itit or its Property, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to the Borrower or any of its Restricted Subsidiaries, or (c) the certificate Certificate of Incorporation or articles of incorporation or byBy-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Each Borrower has the power (corporate power or otherwise) and authority to execute, deliver and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral of the Borrowerits Collateral. The Each Borrower has taken all necessary corporate or other action (including obtaining approval of its stockholders or members if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it Documents. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is a partyrequired in connection with any Borrower's execution, delivery and performance of this Agreement and the other Loan Documents, except for those already duly obtained and UCC filings duly made. This Agreement and the other Loan Documents have been duly executed and delivered by the each Borrower, and constitute the legal, valid and binding obligations obligation of the each Borrower, enforceable against it in accordance with their respective its terms without defense, setoff or counterclaim. The Each Borrower’s 's execution, delivery, and performance of this Agreement and the other Loan Documents, including the grant or perfection of the Agent’s Liens, Documents do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of the any Borrower or any of its Restricted Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the any Borrower or any of its Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to the any Borrower or any of its Restricted Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or other organizational document certificate of organization of any Borrower as each has been amended under the Borrower or any Plan of its Restricted SubsidiariesReorganization.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower has the corporate power and authority to execute, deliver and perform this Agreement its obligations under each Loan Document and the other Loan Documents, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral of the Borrower. The Borrower has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, delivery and performance of this Agreement and the other each Loan Documents to which it is a partyDocument. This Agreement and the other Each Loan Documents have Document has been duly executed and delivered by the Borrower, and constitute constitutes the legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms without defense, setoff or counterclaimterms. The Borrower’s execution, delivery, delivery and performance of this Agreement and the other each Loan Documents, including the grant or perfection of the Agent’s Liens, do Document does not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of the Borrower or any of its Restricted Subsidiaries Subsidiaries, by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, indenture or instrument to which the Borrower or any of its Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to the Borrower or any of its Restricted Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or other organizational document Organization Documents of the Borrower or any of its Restricted Subsidiaries, except with respect to any conflict, violation or breach referred to in clause (a) or (b), to the extent that such conflicts, violations and breaches, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral of the BorrowerCollateral. The Borrower has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms without defense, setoff or counterclaim. The Borrower’s execution, delivery, and performance of this Agreement and the other Loan Documents, including the grant or perfection of the Agent’s Liens, do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of the Borrower or any of its Restricted Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to the Borrower or any of its Restricted Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Each Borrower and each Guarantor has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan DocumentsDocuments to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral of the BorrowerCollateral. The Each Borrower and each Guarantor has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by the Borrowereach Borrower and each Guarantor, and constitute the legal, valid and binding obligations of the Borrowersuch Borrower and such Guarantor, enforceable against it in accordance with their respective terms without defense, setoff or counterclaimterms. The Each Borrower’s and each Guarantor’s execution, delivery, and performance of this Agreement and the other Loan Documents, including the grant or perfection of the Agent’s Liens, Documents to which it is a party do not and will not conflict with, or constitute a violation or breach ofof (excluding conflicts, violations or constitute breaches of any provision in any contract prohibiting the grant of a default underlien in specific leased or licensed assets), or result in the creation or imposition of any Lien upon the property of the such Borrower or any of its Restricted Subsidiaries Subsidiaries, by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the such Borrower or Subsidiary is a party or which is binding upon itit and which involves obligations in excess of $500,000, (b) any Requirement of Law applicable to the such Borrower or any of its Restricted Subsidiaries, or (c) the certificate or articles of incorporation or by-laws bylaws or other organizational document the limited liability company or limited partnership agreement of the such Borrower or any of its Restricted Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Such Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan DocumentsDocuments to which it is a party, to incur the Obligations, and to grant to the Administrative Agent Liens upon and security interests in the Collateral of the Borrowerin which it has an interest. The Such Borrower has taken all necessary corporate action (including obtaining approval of its stockholders or other equityholders if necessary) to authorize its execution, delivery, delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by the such Borrower, and constitute the legal, valid and binding obligations of the such Borrower, enforceable against it in accordance with their respective terms without defense, setoff or counterclaimterms. The Such Borrower’s execution, delivery, delivery and performance of this Agreement and the other Loan Documents, including the grant or perfection of the Agent’s Liens, Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of the such Borrower or any of its Restricted Subsidiaries Subsidiaries, by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, indenture or instrument to which the such Borrower or any of its Subsidiaries is a party or which is binding upon itit or any of its Subsidiaries, (b) any Requirement of Law applicable to the such Borrower or any of its Restricted Subsidiaries, or (c) the certificate or articles of incorporation or by-–laws or the limited liability company or limited partnership agreement or other organizational document documents of the such Borrower or any of its Restricted Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral of the BorrowerCollateral. The Borrower has taken all necessary corporate action (including without limitation, obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a partyDocuments. This Agreement and the other Loan Documents have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms without defense, setoff or counterclaim. The Borrower’s 's execution, delivery, and performance of this Agreement and the other Loan Documents, including the grant or perfection of the Agent’s Liens, Documents do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of the Borrower or any of its Restricted Subsidiaries (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any material contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to the Borrower or any of its Restricted Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or other organizational document of the Borrower or any of its Restricted Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral of the BorrowerSecurity Interest. The Borrower has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents Documents. No consent, approval, or authorization of, or filing with, any Public Authority, and no consent of, any other Person, is required in connection with the Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for (a) those already duly obtained, (b) those required to which it is a partyperfect the Lender's Security Interest, and (c) the compliance with any of the conditions precedent set forth in Sections 10.4 and 10.10 hereof. This Agreement and the other Loan Documents have been duly executed and delivered by the Borrower, Borrower and constitute the legal, valid and binding obligations obligation of the Borrower, enforceable against it in accordance with their respective its terms without defense, setoff setoff, or counterclaim. The Borrower’s 's execution, delivery, and performance of this Agreement and the other Loan Documents, including the grant or perfection of the Agent’s Liens, Documents do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property Property of the Borrower or any of its Restricted Subsidiaries (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any contract, material mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower is a party or which is binding upon it, (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to the Borrower or any of its Restricted SubsidiariesBorrower, or (c) the certificate Certificate or articles Articles of incorporation Incorporation or byBy-laws or other organizational document Laws of the Borrower or any of its Restricted SubsidiariesBorrower.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Each Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan DocumentsDocuments to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral of the BorrowerCollateral. The Each Borrower has taken all necessary corporate action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by the each Borrower, and constitute the legal, valid and binding obligations of the such Borrower, enforceable against it in accordance with their respective terms without defense(subject to the effects of bankruptcy, setoff insolvency, reorganization, moratoriums or counterclaimother similar loans affecting the rights and remedies of creditors generally). The Borrower’s execution, delivery, and performance of this Agreement by each Borrower and the other Loan Documents, including the grant or perfection of the Agent’s Liens, Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of the such Borrower or any of its Restricted Subsidiaries Subsidiaries, by reason of the terms of (a) any contract, material mortgage, Lien, lease, agreement, indenture, contract, agreement or instrument to which the such Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to the Borrower or any of its Restricted Subsidiariessuch Borrower, or (c) the certificate or articles of incorporation or by-laws or other organizational document the limited liability company or limited partnership agreement of the Borrower or any of its Restricted SubsidiariesBorrower.