Borrower’s Authority. (a) Each Obligor (other than the Borrower), by its execution of this Agreement, irrevocably authorises the Borrower to act on its behalf as its agent in relation to the Finance Documents and authorises:
(i) the Borrower, on its behalf, to supply all information concerning itself, its financial condition and otherwise to the Finance Parties as contemplated under this Agreement and to give all notices and instruction to be given by such Obligor under the Finance Documents, to execute, on its behalf, any Finance Document and to enter into any agreement and amendment in connection with the Finance Documents (however fundamental and notwithstanding any increase in obligations of or other effect on an Obligor) including confirmation of guarantee obligations in connection with any amendment or consent in relation to the Facility, without further reference to or the consent of such Obligor and each Obligor to be obliged to confirm such authority in writing upon the request of the Agent; and
(ii) each Finance Party to give any notice, demand or other communication to be given to or served on such Obligor pursuant to the Finance Documents to the Borrower on its behalf, and in each such case such Obligor will be bound thereby (and shall be deemed to have given/received notice thereof) as though such Obligor itself had been given such notice and instructions, executed such agreement or received any such notice, demand or other communication.
(b) Every act, omission, agreement, undertaking, waiver, notice or other communication given or made by the Borrower under this Agreement, or in connection with this Agreement (whether or not known to any Obligor) shall be binding for all purposes on all other Obligors as if the other Obligors had expressly made, given or concurred with the same. In the event of any conflict between any notice or other communication of the Borrower and any other Obligor, the choice of the Borrower shall prevail.
Borrower’s Authority. The execution, delivery and performance of all of the Loan Documents have been duly authorized by all requisite action by each Borrower. All of the Loan Documents have been duly executed and delivered and constitute valid and binding obligations of each Borrower, enforceable against each Borrower in accordance with their respective terms (except as may be limited by applicable Bankruptcy Laws and other Laws affecting the enforceability of creditors’ rights generally and principles of equity), and Bank will be entitled to the benefits of all of the Loan Documents.
Borrower’s Authority. Each Obligor (other than the Borrower), by its execution of this Agreement, irrevocably authorises the Borrower to act on its behalf as its agent in relation to the Finance Documents and authorises:
Borrower’s Authority. By signing this Agreement, Borrower warrants that Borrower has legal authority to enter into this transaction; that the terms and conditions of this Agreement, any other Loan Document and Security Instrument executed in connection herewith are legally binding on Borrower and do not contravene the terms and conditions of any other contract(s) of Borrower; that Borrower's representations in connection with this Agreement are true and accurate; that Borrower is not involved in, and has no expectations of involvement in, any legal action that might impair Borrower's financial condition or ability to continue business, and that Borrower is qualified and/or licensed to do business in all states requiring Borrower to be so qualified or licensed.
Borrower’s Authority. Borrower and the persons executing this Loan Agreement on behalf of Borrower represent and warrant to Lender that Borrower is a duly formed and validly existing limited partnership and has qualified, to the extent necessary, in the state or states in which the Real Property is located, and in all other jurisdictions in which Borrower owns property or conducts business, and has full power and authority to borrow the loan proceeds and to execute and deliver the Note, the Mortgage, and the Collateral Loan Documents, and to perform all of the obligations of Borrower under the Note, the Mortgage, and the Collateral Loan Documents.
Borrower’s Authority. Administrative Agent shall have received a -------------------- Certificate of General Partner of Borrower, in form and substance acceptable to Administrative Agent, authorizing the execution, delivery and performance of this Agreement and the borrowing by it hereunder, together with such other papers, certifications or other documents as Administrative Agent may require to evidence that Borrower has the legal power and authority to enter into this Agreement, the other Loan Documents, and the transactions contemplated hereby.
Borrower’s Authority. Borrower hereby grants to Dayton Capital Partners, LLC the exclusive right to obtain a loan for the submitted property commencing upon the Effective Date of this agreement. Dayton Capital Partners will obtain contingent approval of said loan within 30 days of the borrower submitting a complete application and the requested documentation. If Dayton Capital Partners is unable to obtain a contingent approval within 30 days, this exclusive right is terminated.
Borrower’s Authority. The Borrower has, all requisite legal right, power and authority to execute, deliver and perform the terms and provisions of this Agreement, the Financing Agreements executed by it, and all other instruments or documents delivered by it pursuant hereto and thereto. The Borrower has taken or caused to be taken all necessary action to authorize the execution, delivery and performance of this Agreement, the Financing Agreements executed by it, and all other instruments or documents delivered or to be delivered by it pursuant hereto and thereto. This Agreement, the Financing Agree ments executed by the Borrower, and all related instruments or documents delivered or to be delivered pursuant hereto or thereto constitute and will constitute legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and the availability of equitable remedies.
Borrower’s Authority. No authorization, approval or action by, and no notice or filing with any Governmental Authority or with the issuer of any Pledged Shares or any other Person is required either (i) for the pledge made by Borrower or for the granting of the security interest by Borrower pursuant to this Agreement (except (A) as have been already obtained, (B) for the proper filing of a financing statement under the Code and (C) in the case of any Foreign Subsidiary, as may be required under the laws of the jurisdiction in which such Foreign Subsidiary is organized) or (ii) for the exercise by Bank of its rights and remedies hereunder (except as may be required by the Code or applicable foreign laws or laws affecting the offering and sale of securities).
Borrower’s Authority. The Administrative Agent shall have received the following documents in form and substance satisfactory to the Administrative Agent and its legal advisers:
(i) copies, certified as true and complete by an authorized signatory of each of the Borrowers, of the resolutions of the directors, members or managers thereof and resolutions of the partners, members, or shareholders thereof evidencing approval of the Transaction Documents to which each is a party and authorizing an appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute the same on its behalf;
(ii) copies, certified as true and complete by an authorized signatory of each of the Borrowers, of the certificate of formation, certificate of incorporation, the operating agreement, limited liability company agreement, bylaws or management agreement, as the case may be, or equivalent constituent document thereof;
(iii) copies, certified as true and complete by an authorized signatory of each of the Borrowers, of the names and true signatures of the officers of such Borrowers who will sign each Transaction Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder;
(iv) certificate of an authorized signatory of each of the Borrowers certifying as to the record ownership of all of its issued and outstanding shares or membership interests, as the case may be;
(v) certificate of the jurisdiction of the Borrowers as to the good standing thereof; and
(vi) a certificate signed by the Chairman, President, Executive Vice President, Treasurer, Comptroller, Controller or chief financial officer of each of the Borrowers to the effect that (A) no Default or Event of Default shall have occurred and be continuing and (B) the representations and warranties of the Borrowers contained in the Credit Facility Agreement are true and correct as of the date of such certificate.
