Common use of Authorization; Validity Clause in Contracts

Authorization; Validity. Each Credit Party has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of the Credit Parties, its board of directors, stockholders, members, managers, partners, or any other Person is necessary or required by the Credit Parties to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the Credit Parties’ articles of incorporation, bylaws, operating agreement, partnership agreement, or other governing documents. All necessary and appropriate action has been taken on the part of the Credit Parties to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving Note. This Agreement and the Loan Documents are valid and binding agreements and contracts of the Credit Parties, enforceable against the Credit Parties in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. The Credit Parties do not know of any reason why the Credit Parties cannot perform any of its obligations under this Agreement, the Loan Documents or any related agreements.

Appears in 7 contracts

Samples: Senior Secured Revolving Credit Facility Agreement (Hispanica International Delights of America, Inc.), Senior Secured Revolving Credit Facility Agreement (Staffing Group, Ltd.), Consent and Agreement (Bitzio, Inc.)

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Authorization; Validity. Each Credit Party Borrower has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of the Credit Parties, its board of directors, stockholders, members, managers, partners, or any other Person is necessary or required by the Credit Parties to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the Credit Parties’ articles Borrower’s Articles of incorporation, bylaws, operating agreement, partnership agreement, or other governing documentsIncorporation and Bylaws. All necessary and appropriate corporate action has been taken on the part of the Credit Parties Borrower to authorize the execution and delivery of this Agreement and the Loan Documents and to which it is a party, the issuance of the Commitment Shares and the Revolving Note. This Agreement and the Loan Documents to which it is a party are valid and binding agreements and contracts of the Credit Parties, Borrower enforceable against the Credit Parties Borrower in accordance with their its respective terms, terms except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. The Credit Parties do not know Borrower knows of any no reason why the Credit Parties Borrower cannot perform any of its Borrower’s obligations under this Agreement, the Loan Documents to which it is a party or any related agreements.

Appears in 7 contracts

Samples: Agreement, Security Agreement (Sunpeaks Ventures, Inc.), Guaranty Agreement (Sunpeaks Ventures, Inc.)

Authorization; Validity. Each Credit Party has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of the Credit Parties, its board of directors, stockholders, members, managers, partners, or any other Person is necessary or required by the Credit Parties to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the Credit Parties’ articles of incorporation, bylaws, operating agreement, partnership agreement, or other governing documents. All necessary and appropriate action has been taken on the part of the Credit Parties to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving Promissory Note. This Agreement and the Loan Documents are valid and binding agreements and contracts of the Credit Parties, enforceable against the Credit Parties in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. The Credit Parties do not know of any reason why the Credit Parties cannot perform any of its obligations under this Agreement, the Loan Documents or any related agreements.

Appears in 6 contracts

Samples: Consent and Agreement (Pacific Ventures Group, Inc.), Consent and Agreement (Sack Lunch Productions Inc.), Consent and Agreement (Sack Lunch Productions Inc.)

Authorization; Validity. Each Credit Party Borrower has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of the Credit PartiesBorrower, its board of directors, stockholders, members, managers, partners, or any other Person is necessary or required by the Credit Parties Borrower to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the Credit Parties’ articles Borrower’s Articles of incorporationIncorporation, bylaws, operating agreement, partnership agreementBylaws, or other governing documents. All necessary and appropriate corporate action has been taken on the part of the Credit Parties Borrower to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving NoteNote and the Facility Fee Shares. This Agreement and the Loan Documents are valid and binding agreements and contracts of the Credit PartiesBorrower, enforceable against the Credit Parties Borrower in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. The Credit Parties do Borrower does not know of any reason why the Credit Parties Borrower cannot perform any of its obligations under this Agreement, the Loan Documents or any related agreements.

Appears in 3 contracts

Samples: Credit Agreement, Credit Agreement (Social Reality), Credit Agreement (Jammin Java Corp.)

Authorization; Validity. Each Credit Party has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of the any Credit PartiesParty, its board of directors, stockholders, members, managers, partners, or any other Person is necessary or required by the any Credit Parties Party to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the any Credit Parties’ articles Party’s Articles of incorporationIncorporation, bylaws, operating agreement, partnership agreement, Bylaws or other governing documents. All necessary and appropriate corporate action has been taken on the part of the each Credit Parties Party to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving NoteNotes and the Facility Fee Shares. This Agreement and the Loan Documents are valid and binding agreements and contracts of the each Credit PartiesParty, enforceable against the each Credit Parties Party in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. The No Credit Parties do not know Party knows of any reason why the any Credit Parties Party cannot perform any of its obligations under this Agreement, the Loan Documents or any related agreements.

Appears in 2 contracts

Samples: Credit Facility Agreement (Green Innovations Ltd.), Senior Secured Revolving Credit Facility Agreement (Hypertension Diagnostics Inc /Mn)

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Authorization; Validity. Each Credit Party has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of the any Credit PartiesParty, its board of directors, stockholders, members, managers, partners, or any other Person is necessary or required by the any Credit Parties Party to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the any Credit Parties’ articles Party’s Articles of incorporationIncorporation, bylaws, operating agreement, partnership agreement, Bylaws or other governing documents. All necessary and appropriate corporate action has been taken on the part of the each Credit Parties Party to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving NoteNote and the Facility Fee Shares. This Agreement and the Loan Documents are valid and binding agreements and contracts of the each Credit PartiesParty, enforceable against the each Credit Parties Party in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. The No Credit Parties do not know Party knows of any reason why the any Credit Parties Party cannot perform any of its obligations under this Agreement, the Loan Documents or any related agreements.

Appears in 2 contracts

Samples: Secured Revolving Credit Facility Agreement (RiceBran Technologies), Secured Revolving Credit Facility Agreement (Comprehensive Care Corp)

Authorization; Validity. Each Credit Party Bxxxxxxx has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of the Credit PartiesBorrower, its board of directors, stockholders, members, managers, partners, stockholders or any other Person is necessary or required by the Credit Parties Borrower to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the Credit Parties’ Borrower’s articles of incorporation, incorporation or bylaws, operating agreement, partnership agreement, or other governing documents. All necessary and appropriate action has been taken on the part of the Credit Parties Borrower to authorize the execution and delivery of this Agreement and the Loan Documents and the issuance of the Revolving Note. This Agreement and the Loan Documents are valid and binding agreements and contracts of the Credit PartiesBorrower, enforceable against the Credit Parties Borrower in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. The Credit Parties do not know of any reason why the Credit Parties cannot perform any of its obligations under this Agreement, the Loan Documents or any related agreements.

Appears in 1 contract

Samples: Facility Agreement (Credex Corp)

Authorization; Validity. Each Credit Party Borrower has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of the Credit Parties, its board of directors, stockholders, members, managers, partners, or any other Person is necessary or required by the Credit Parties to execute this Agreement and the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the Credit Parties’ articles Borrower's Articles of incorporation, bylaws, operating agreement, partnership agreement, or other governing documentsIncorporation and Bylaws. All necessary and appropriate corporate action has been taken on the part of the Credit Parties Borrower to authorize the execution and delivery of this Agreement and the Loan Documents and Documents, the issuance of the Commitment Shares and the Revolving NoteNote and the reservation of shares of Common Stock underlying the Preferred Stock. This Agreement and the Loan Documents are valid and binding agreements and contracts of the Credit Parties, enforceable against the Credit Parties Borrower in accordance with their its respective terms, terms except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors' rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. The Credit Parties do not know Borrower knows of any no reason why the Credit Parties Borrower cannot perform any of its Borrower's obligations under this Agreement, the Loan Documents or any related agreements.

Appears in 1 contract

Samples: Credit Agreement (TouchIT Technologies, Inc.)

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