Common use of Authorization; Validity Clause in Contracts

Authorization; Validity. and Enforceability of this Agreement and the Loan Documents. Each Borrower has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. Each Borrower has taken all necessary 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 each Borrower, and constitute the legal, valid and binding obligations of each such Borrower, enforceable against it in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, or by general equitable principles. Each Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of any Borrower or any of its Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which any Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to any Borrower or any of their respective Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of any Borrower or any of their respective Subsidiaries.

Authorization; Validity. and Enforceability of this Agreement and the Loan Documents. Each Borrower Loan Party has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a partyDocuments, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. Each Borrower Loan Party has taken all necessary corporate action (including 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 party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Borrowerit, and constitute the legal, valid and binding obligations of each such Borrowerit, enforceable against it in accordance with their respective termsterms without defense, setoff or counterclaim, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting creditors' the rights generally, of creditors generally or by general equitable principlesprinciples of equity. Each BorrowerThe Loan Party's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party Documents, and the incurrence of any Debt and the granting of the Liens hereunder and under the other Loan 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 (other than the Agent's Lien) upon the property of any Borrower the Loan Party or any of its Subsidiaries, Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which the Loan Party is or any Borrower of its Subsidiaries is a party or which is binding upon it, including under the Senior Notes, the Subordinated Debt or any indenture, loan agreement, note purchase agreement or other document related thereto, (b) any Requirement of Law applicable to any Borrower the Loan Party or any of their respective its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or of the limited liability company or limited partnership agreement of any Borrower Loan Parties or any of their respective its Subsidiaries.

Authorization; Validity. and Enforceability of this Agreement and the Loan Documents. Each The Borrower has the requisite limited liability company power and authority to execute, deliver deliver, and perform this Agreement and the other Loan Documents to which it is a partyDocuments, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the CollateralSecurity Interest. Each The Borrower has taken all necessary limited liability company action (including including, without limitation, obtaining any required approval of its stockholders if necessaryequity holders) 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 to which it is a party have been duly executed and delivered by each BorrowerNo consent, approval, or authorization of, or filing with, any Governmental Authority, and constitute no consent of any other Person, is required in connection with the legal, valid and binding obligations of each such Borrower, enforceable against it in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, or by general equitable principles. Each Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for those listed on Schedule 6.1 hereto, those already duly obtained and except where the failure to obtain such consent, approval, authorization or filing will not have a Material Adverse Effect. This Agreement has been, and as of the Closing Date the other Loan Documents will be duly executed and delivered by the Borrower, and constitute or will constitute the legal, valid, and binding obligation of the Borrower to which it is a the extent party do not thereto, enforceable against the Borrower in accordance with their respective terms without defense, setoff, or counterclaim. The Borrower's execution, delivery, and performance of this Agreement does not, and the Borrower's and its Subsidiaries' execution, delivery and performance of the other Loan Documents 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 any the Borrower or any of its Subsidiaries, Subsidiary (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which the Borrower or any Borrower Subsidiary is a party or which is binding upon it, except where such conflict, violation or default would reasonably be expected to have a Material Adverse Effect (b) any Requirement of Law judgment, law, statute, rule or governmental regulation applicable to any the Borrower or any of their respective SubsidiariesSubsidiary, except where such conflict, violation or default would reasonably be expected to have a Material Adverse Effect or (c) Organizational Documents of the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of any Borrower or any of their respective SubsidiariesSubsidiary.

Authorization; Validity. and Enforceability of this Agreement and the Loan Documents. Each of such Borrower and each of its Subsidiaries has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, as applicable. Such Borrower has the corporate power and authority to incur the Obligations, Obligations and each of such Borrower and each of its Subsidiaries has the corporate power and authority to grant to the Agent Liens upon and security interests in the Collateral. Each of such Borrower and each of its Subsidiaries 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 party, as applicable. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by such Borrower and each Borrowerof its Subsidiaries, as applicable, and constitute the legal, valid and binding obligations of each such BorrowerBorrower and such Subsidiaries, enforceable against it them in accordance with their respective termsterms without defense, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium setoff or other similar laws affecting creditors' rights generally, or by general equitable principlescounterclaim. Each Such Borrower's and such Subsidiaries' execution, delivery, and performance of this Agreement and the other Loan 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 any such Borrower or any of its Subsidiaries, such Subsidiary by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Borrower or any Borrower such Subsidiary is a party or which is binding upon itit or any such Subsidiary if the same is reasonably be expected to have a Material Adverse Effect, (b) any Requirement of Law applicable to any such Borrower or any of their respective Subsidiariessuch Subsidiary, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of any such Borrower or any of their respective Subsidiariessuch Subsidiary.

Authorization; Validity. Each Credit Party has full right, power and Enforceability 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 any Credit Party, its board of directors, stockholders, or any other Person is necessary or required by any Credit 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 DocumentsDocuments 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 any Credit Party’s Articles of Incorporation, Bylaws or other governing documents. Each Borrower All necessary and appropriate corporate action has been taken on the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. Each Borrower has taken all necessary action (including obtaining approval part of its stockholders if necessary) each Credit Party to authorize its execution, delivery, the execution and performance delivery of this Agreement and the other Loan Documents to which it is a partyand the issuance of the Revolving Notes and the Fee Notes. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Borrower, and constitute the legal, are valid and binding obligations agreements and contracts of each such BorrowerCredit Party, enforceable against it each Credit Party in accordance with their respective terms, except as enforceability to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors' ’ rights generally, generally or by general equitable principlesprinciples which may affect the availability of specific performance and other equitable remedies. Each Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition No Credit Party knows of any Lien upon the property of reason why any Borrower or Credit Party cannot perform any of its Subsidiariesobligations under this Agreement, by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which any Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to any Borrower Loan Documents or any of their respective Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of any Borrower or any of their respective Subsidiariesrelated agreements.

Authorization; Validity. and Enforceability of this Agreement ------------------------------------------------------------- and the other Loan Documents; No Conflicts. Each Borrower has the power and ------------------------------------------ authority to execute, deliver deliver, and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. Each Borrower has taken all necessary action (including obtaining approval of its stockholders stockholders, partners, general partner(s), members, or other applicable equity owners, 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 each Borrower, and constitute the legal, valid valid, and binding obligations of each such Borrower, enforceable against it in accordance with their respective termsterms without defense, setoff, or counterclaim, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws at the time in effect affecting creditors' the rights generally, of creditors generally and to the effect of general principles of equity whether applied by a court of law or by general equitable principlesequity. Each Borrower's execution, delivery, and performance of this Agreement and the other Loan 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 or require the creation or imposition of any Lien upon the property of any Borrower or any of its Subsidiaries, by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, document, or instrument (including, without limitation, the Subordinated Debt Documents, the Chattanooga Stock Purchase Documents, or any agreements entered into in connection therewith) to which any such Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to any Borrower or any of their respective Subsidiariessuch Borrower, or (c) the certificate or articles of incorporation or by-laws or the incorporation, bylaws, limited liability company or limited partnership agreement agreement, or other organizational or constituent documents, as the case may be, of such Borrower. The Borrowers' entering into this Agreement and incurrence of the Obligations resulting from each Borrowing is not prohibited under any Borrower or any of their respective SubsidiariesSubordinated Debt.

Authorization; Validity. Each Credit Party hasfull right, power and Enforceability authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all ofits duties and obligations under this Agreement and the Loan Documents and no other action or consent on the part of any Credit Party, its board of directors, stockholders, or any other Person is necessary or required by any Credit 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 DocumentsDocuments 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 any Credit Party’sArticles of Incorporation, Bylawsor other governing documents. Each Borrower All necessary and appropriate corporate action has been taken on the power part of each Credit Partyto authorize the execution and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. Each Borrower has taken all necessary action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance delivery of this Agreement and the other Loan Documents to which it is a partyand the issuance of the Revolving Note and the Facility Fee Shares. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Borrower, and constitute the legal, are valid and binding obligations agreements and contracts of each such BorrowerCredit Party, enforceable against it in each Credit Partyin accordance with their respective terms, except as enforceability to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors' ’ rights generally, generally or by general equitable principlesprinciples which may affect the availability of specific performance and other equitable remedies. Each Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of No CreditParty knowsof any Lien upon the property of reason why any Borrower or Credit Partycannot perform any of its Subsidiariesobligations under this Agreement, by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which any Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to any Borrower Loan Documents or any of their respective Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of any Borrower or any of their respective Subsidiariesrelated agreements.

Authorization; Validity. and Enforceability of this Agreement and the Loan Documents. Each The Borrower has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, to conduct its business and own its property, and to grant to the Agent Liens upon and security interests in the CollateralCollateral in which it has rights. Each Borrower Guarantor has the power and authority to execute, deliver and perform the Loan Documents to which it is a party and to grant to the Agent Liens upon and security interests in the Collateral in which it has rights. Each Credit Party has taken all necessary 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 All of the other Loan Documents to which it is a party have been duly executed and delivered by each BorrowerCredit Party, and constitute the legal, valid and binding obligations of each such BorrowerCredit Party, enforceable against it in accordance with their respective termsterms subject to the effect of any applicable bankruptcy, except as enforceability may be limited by bankruptcymoratorium, insolvency, reorganization, moratorium reorganization or other similar laws law affecting the enforceability of creditors' ’ rights generally, generally and to the effect of general principles of equity which may limit the availability of equitable remedies (whether in a proceeding at law or by general equitable principlesin equity). Each Borrower's Credit Party’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of any the Borrower or any of its Subsidiaries, Subsidiaries by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument instrument, including, without limitation, the Note Indentures, to which the Borrower or any Borrower of its Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to any the Borrower or any of their respective its Subsidiaries, or (c) the certificate Organizational Documents or articles Operating Documents of incorporation or by-laws or the limited liability company or limited partnership agreement of any Borrower or any of their respective its Subsidiaries.

Authorization; Validity. and Enforceability of this Agreement and the Loan Documents. Each Borrower Party has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents and any Hedge Agreements to which it is a party, to incur the Obligations, party and to grant to the Agent Liens upon and security interests in the CollateralCollateral with respect to which it has rights, title or ownership and each Borrower has the authority to incur the Obligations. Each Borrower Party has taken all necessary action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents and any Hedge Agreements to which it is a party. This Agreement and the other Loan Documents and any Hedge Agreements to which it is a party have been duly executed and delivered by each BorrowerBorrower Party, and constitute the legal, valid and binding obligations of each such BorrowerBorrower Party, enforceable against it in accordance with their respective terms, terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, or generally and by general equitable principlesprinciples (whether enforcement is sought by proceedings in equity or at law). Each BorrowerBorrower Party's execution, delivery, and performance of this Agreement and the other Loan Documents and Hedge Agreements to which it is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien (other than the Liens created by this Agreement and the other Loan Documents) upon the property of any Borrower the Parent or any of its Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which any Borrower the Parent or such Subsidiary is a party or which is binding upon it, (b) any Requirement of Law applicable to any Borrower the Parent or any of their respective its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company operating agreement or limited partnership agreement of any such Borrower or any of their respective SubsidiariesParty.

Authorization; Validity. and Enforceability of this Agreement and the Loan Documents. Each Borrower Party has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, party and to grant to the Agent Liens upon and security interests in the CollateralCollateral with respect to which it has rights, title or ownership and each Borrower has the authority to incur the Obligations. Each Borrower Party has taken all necessary 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 each BorrowerBorrower Party, and constitute the legal, valid and binding obligations of each such BorrowerBorrower Party, enforceable against it in accordance with their respective terms, terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, or generally and by general equitable principlesprinciples (whether enforcement is sought by proceedings in equity or at law). Each BorrowerBorrower Party's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien (other than the Liens created by this Agreement and the other Loan Documents) upon the property of any Borrower the Parent or any of its Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which any Borrower the Parent or such Subsidiary is a party or which is binding upon it, (b) any Requirement of Law applicable to any Borrower the Parent or any of their respective its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company operating agreement or limited partnership agreement of any such Borrower or any of their respective SubsidiariesParty.