Authorization, Xxxxxxxx and Enforceability of this Agreement and the Loan Documents. Each of such Loan Party and its Subsidiaries has the corporate power and authority to execute, deliver and, upon entry of the Confirmation of Borrowing Order by the Bankruptcy Court and a similar confirmation order by the Canadian Bankruptcy Court, perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to xxxxx to the Agent Xxxxx upon and security interests in the Collateral owned by it. Each of such Loan Party and its Subsidiaries has taken all necessary corporate action (including, without limitation, obtaining approva l 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. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Loan Party’s or any of its Subsidiary’s execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, except for the Final Bankruptcy Court Order, the Confirmation of Borrowing Order by the Bankruptcy Court and a similar confirmation order by the Canadian Bankruptcy Court and those orders already duly obtained. This Agreement and the other Loan Documents have been duly executed and delivered by each of the Loan Parties and its Subsidiaries party thereto, and, subject to the DIP Orders, constitute the legal, valid and binding obligations of each of the Loan Parties and its Subsidiaries party thereto, enforceable against each such Loan Party and its Subsidiaries in accordance with their respective terms without defense, set-off or counterclaim. Such Loan Party’s and Subsidiary’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, except for Liens created under the Loan Documents, result in the creation or imposition of any Lien upon the property of such Loan Party or any of its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Loan Party or any of its Subsidiaries is a party or which is binding upon it to which the automatic stay provisions of the Bankruptcy Code do not apply, (b) any Requirement of Law applicable to such Loan Party or a...
Authorization, Xxxxxxxx and Enforceability. Xxxxxxxx’s execution, delivery and performance of the Notes, this Agreement, all financing statements, and all other Loan Documents, and Xxxxxxxx’s execution of any Warrant Agreement then in effect, (i) have been duly authorized by all necessary corporate action of Borrower, and (ii) will not result in the creation or imposition of any Lien upon the Collateral, other than Permitted Liens and the Liens created by this Agreement and the other Loan Documents. The individual or individuals executing the Loan Documents are duly authorized to do so, and the Loan Documents constitute legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization or other similar laws generally affecting the enforcement of the rights of creditors and general principles of equity.
Authorization, Xxxxxxxx and Enforceability. Each Loan Party has the corporate power and authority to execute, deliver and carry out the terms and provisions of the Loan Documents to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party, and the borrowings hereunder, and the granting of any security interest provided for in the Loan Documents, do not and will not require any consent or approval of any Official Body, stockholder or any other Person, which has not already been obtained. Each Loan Party has duly executed and delivered each Loan Document to which it is a party and each such Loan Document constitutes
Authorization, Xxxxxxxx and Enforceability. Each Loan Party has the corporate power and authority to execute, deliver and carry out the terms and provisions of the Loan Documents to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party, and the borrowings hereunder, and the granting of any security interest provided for in the Loan Documents, do not and will not require any consent or approval of any Official Body, stockholder or any other Person, which has not already been obtained. Each Loan Party has duly executed and delivered each Loan Document to which it is a party and each such Loan Document constitutes the legal, valid and binding obligation such Borrower enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law). 9.3
Authorization, Xxxxxxxx and Enforceability. The Company has all requisite power and authority to enter into this Agreement and all other transaction documents contemplated hereby and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and all other transaction documents contemplated hereby and the consummation of the transactions contemplated hereby have been duly authorized and approved by all necessary company action. The execution and delivery of this Agreement and all other transaction documents contemplated hereby will not, to the Company’s knowledge, violate any provision of law and will not conflict with, or result in a breach of any of the terms of, or constitute a default under, the Company’s Organizational Documents or, to the Company’s knowledge, any material agreement, instrument or other restriction to which the Company is a party or by which the Company or any of its properties or assets is bound. This Agreement and all other transaction documents contemplated hereby, when executed, will constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with their respective terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) general principles of equity that restrict the availability of equitable remedies.
Authorization, Xxxxxxxx and Enforceability. The City has all requisite power and authority to enter into this Agreement and to carry out the actions contemplated hereby. The execution, delivery, and performance of all obligations of the City under this Agreement have been duly authorized and approved by all necessary City action. This Agreement, when executed, shall constitute the valid and legally binding obligations of the City, enforceable against it in accordance with its terms.
Authorization, Xxxxxxxx and Enforceability. The Saints have all requisite power and authority to enter into this Agreement and to carry out the actions contemplated hereby. The execution, delivery and performance of all obligations of the Saints under this Agreement have been duly authorized and approved by all necessary Saints action. All corporate action necessary for the authorization, execution, delivery and performance of all obligations of the Saints under this Agreement has been taken. All consents and approvals of any Person required in connection with the execution of this Agreement have been obtained. This Agreement, when executed, shall constitute the valid and legally binding obligations of the Saints, enforceable against it in accordance with its terms.
