Authorization; Validity of Agreement, Etc. The Stockholder has the requisite capacity, and Seller has the full right, power and authority, to execute and deliver this Agreement and the other Purchase Documents to which, as applicable, it or he are a party and to consummate the transactions contemplated hereby and thereby, and to make the representations set forth herein and therein. LLC has the full right, power and authority, to execute and deliver the Lease and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and the other Purchase Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by Seller and no other proceedings on the part of Seller are necessary to authorize the execution and delivery of this Agreement and the other Purchase Documents to which Seller is a party or the consummation of the transactions contemplated hereby and thereby by Seller and the Stockholder. The execution and delivery of the Lease and the consummation of the transactions contemplated thereby have been duly and validly authorized by the LLC and no other proceedings on the part of the LLC are necessary to authorize the execution and delivery of the Lease. Each of this Agreement and the other Purchase Documents to which Seller is a party have been duly and validly executed by Seller and constitute the valid and binding agreement of Seller, enforceable against Seller in accordance with its respective terms. Each of this Agreement and the other Purchase Documents to which the Stockholder is a party have been duly and validly executed by the Stockholder and constitute the valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its respective terms. The Lease has been duly and validly executed by the LLC and constitutes the valid and binding obligation of the LLC, enforceable against the LLC in accordance with its respective terms.
Authorization; Validity of Agreement, Etc. Each of the Stockholders and the Officer has the requisite capacity, and each of the Sellers has the full right, power and authority, to execute and deliver this Agreement and the other Purchase Documents to which, as applicable, it or they are a party and to consummate the transactions contemplated hereby and thereby, and to make the representations set forth herein and therein. The execution and delivery of this Agreement and the other Purchase Documents to which each Seller is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by each of the Sellers and no other proceedings on the part of either of the Sellers are necessary to authorize the execution and delivery of this Agreement and the other Purchase Documents to which each Seller is a party to or the consummation of the transactions contemplated hereby and thereby by each of the Sellers and the Stockholders. Each of this Agreement and the other Purchase Documents to which the Sellers are party have been duly and validly executed by each of the Sellers and constitute the valid and binding agreement of each of the Sellers, enforceable against each of the Sellers in accordance with its respective terms. Each of this Agreement and the other Purchase Documents to which the Stockholders and the Officer are a party have been duly and validly executed by each of the Stockholders and the Officer and constitute the valid and binding obligation of each of the Stockholders and the Officer, enforceable against each of the Stockholders and the Officer in accordance with its respective terms.
Authorization; Validity of Agreement, Etc. The Borrower has full corporate power and authority to execute and deliver the Loan Documents and to issue the Notes and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Borrower of the Loan Documents and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Borrower and no other corporate or shareholder action on the part of the Borrower is necessary to authorize the execution, delivery or performance by the Borrower of any Loan Document, the issuance of any Notes or the consummation by it of the transactions contemplated hereby and thereby. Each Loan Document has been duly executed and delivered by the Borrower and constitutes a valid and binding obligation of the Borrower enforceable against
Authorization; Validity of Agreement, Etc. The Borrower has full corporate power and authority to execute and deliver the Loan Documents and to issue the Notes and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Borrower of the Loan Documents and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Borrower and no other corporate or shareholder action on the part of the Borrower is necessary to authorize the execution, delivery or performance by the Borrower of any Loan Document, the issuance of any Notes or the consummation by it of the transactions contemplated hereby and thereby. Each Loan Document has been duly executed and delivered by the Borrower and constitutes a valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
