Corporate Power; Authorization; Enforceable Obligation. BAFC has the corporate power, authority and legal right to execute, deliver and perform the Transaction Documents to which it is a party and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions hereof and the execution, delivery and performance of the Transaction Documents to which it is a party. No consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority is required for the execution, delivery and performance by BAFC of the Transaction Documents to which it is a party which has not been obtained, made, given or accomplished. This Agreement and the other Transaction Documents, including the Liquidity Loan Notes, have been executed and delivered by a duly authorized officer of BAFC, and each of the Transaction Documents constitutes and, in the case of Commercial Paper, when executed and issued in accordance with the provisions hereof and of the Depositary Agreement, will constitute, a legal, valid and binding obligation of BAFC enforceable against BAFC in accordance with its respective terms except that the enforceability thereof may be subject to the effects of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Corporate Power; Authorization; Enforceable Obligation. BAFC has the corporate power, authority and legal right to execute, deliver and perform the Transaction Documents and to borrow hereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions hereof and the execution, delivery and performance of the Transaction Documents. No consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority is required for the execution, delivery and performance by BAFC of the Transaction Documents which has not been obtained, made, given or accomplished. This Agreement and the other Transaction Documents, including the Liquidity Loan Notes, have been executed and delivered by a duly authorized officer of BAFC, and each of the Transaction Documents constitutes and, in the case of Commercial Paper, when executed and issued in accordance with the provisions hereof and of the Depositary Agreement, will constitute, a legal, valid and binding obligation of BAFC enforceable against BAFC in accordance with its respective terms except that the enforceability thereof may be subject to the effects of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Corporate Power; Authorization; Enforceable Obligation. Retailer or Green Dot, as the case may be, represents and warrants that the execution, delivery, and performance of the Agreement and all instruments and documents to be delivered thereunder: (i) is within its corporate power; (ii) has been duly authorized by all necessary or proper corporate action, including the consent of shareholders where required; (iii) does not and will not contravene any provisions of its certificate of incorporation, bylaws and/or other organizational documents; (iv) will not violate any Applicable Law or Network Operating Regulations; (v) will not conflict with or result in the breach of, or constitute a default under any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which it is a party or by which it or any of its assets or property are bound; and (vi) does not require any filing or registration with, or the consent or approval of, any Governmental Authority or any other Person which has not been made or obtained previously. Each party further represents and warrants that the Agreement has been duly executed and delivered and constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.
Corporate Power; Authorization; Enforceable Obligation seller has the corporate power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by Seller have been duly authorized by all necessary corporate action. This Agreement has been, and the other agreements, documents and instruments required to be delivered by Seller in accordance with the provisions hereof ("Seller's Documents") will be, duly executed and delivered by Seller and this Agreement constitutes, and Seller's Documents when executed and delivered will constitute, the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.
Corporate Power; Authorization; Enforceable Obligation. The execution, delivery, and performance of this Agreement and all instruments and documents to be delivered by Conseco Finance hereunder; (i) are within Conseco Finance corporate power; (ii) have been duly authorized by all necessary or proper corporate action, including the consent of shareholders where required; (iii) do not and will not contravene any provision of Conseco Finance certificate of incorporation or bylaws; (iv) will not violate any law or regulation or an order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the breach of, or constitute a default under, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Conseco Finance is a party or by which Conseco Finance or any of its property is bound except where such failure would not have a material adverse effect on the business, assets, operations or condition of Syms or the operation of the Program; and (vi) do not require any filing or registration with or the consent or approval of any governmental body, agency, authority, or any other person which has not been made or obtained previously. This Agreement has been duly executed and delivered by Conseco Finance, and constitutes the legal, valid, and binding obligation of Conseco Finance, enforceable against Conseco Finance in accordance with its terms.
Corporate Power; Authorization; Enforceable Obligation. Parent has, and at its execution of this Agreement Newco will have (to the extent formed), the full legal right, power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the unanimous approval of the Board of Directors of Parent, and at Closing shall have been duly and validly authorized by the unanimous approval of the Board of Directors of Newco (to the extent formed) and, other than approval of the shareholders of Parent ("Parent Shareholder Approval"), no other corporate action on the part of Parent or Newco will be necessary to authorize this Agreement or the other agreements, documents, certificates and instruments required to be delivered hereby or the performance of the transactions contemplated hereby. This Agreement and the other agreements, documents, certificates and instruments required to be delivered by Parent and Newco in accordance with the provisions hereof (the "Parent Documents") will be duly executed and delivered by Parent and Newco by duly authorized officers and this Agreement constitutes, and the Parent Documents when executed and delivered will constitute, the legal, valid and binding obligations of Parent and Newco, enforceable against Parent and Newco (to the extent formed) in accordance with their respective terms.
Corporate Power; Authorization; Enforceable Obligation. The execution, delivery and performance by Borrower and its Subsidiaries of the Loan Documents, Ancillary Documents and all instruments and documents to be delivered by Borrower and its Subsidiaries, to the extent they are parties thereto, hereunder and thereunder and the creation of all Liens provided for herein and therein: (i) are within Borrower's and its Subsidiaries' corporate power; (ii) have been, or by the Closing Date will be, duly authorized by all necessary or proper corporate action; (iii) are not in contravention of any provision of Borrower's or its Subsidiaries' respective certificates or articles of incorporation or by-laws; (iv) will not violate any law or regulation, or any order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrower or any of its Subsidiaries is a party or by which Borrower or any of its Subsidiaries or any of their property is bound; (vi) will not result in the creation or imposition of any Lien upon any of the property of Borrower or any of its Subsidiaries other than those in favor of the Agent and the Lenders, all pursuant to the Loan Documents; and (vii) do not require the consent or approval of any Governmental Authority or any other Person. At or prior to the Closing Date, each of the Loan Documents shall have been duly executed and delivered for the benefit of or on behalf of Borrower or its Subsidiaries, as the case may be, and each shall then constitute a legal, valid and binding obligation of Borrower or its Subsidiaries, to the extent they are parties thereto, enforceable against them in accordance with its terms.
Corporate Power; Authorization; Enforceable Obligation. The execution, delivery, and performance of this Agreement and all instruments and documents to be delivered by Select Comfort hereunder: (i) are within Select Comfort's corporate power; (ii) have been duly authorized by all necessary or proper corporate action, including the consent of shareholders where required; (iii) do not and will not contravene any provisions of Select Comfort's certificate of incorporation or bylaws; (iv) will not violate any law or regulation or any order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the breach of, or constitute a default under any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which Select Comfort is a party or by which Select Comfort or any of its assets or property are bound; and (vi) do not require any filing or registration with, or the consent or approval of, any governmental body, agency, authority, or any other person which has not been made or obtained previously, copies of which have been provided to Green Tree. Green Tree consents that Select Comfort may file a copy of this Agreement with the Security and Exchange Commission if it deems necessary. The Agreement has been duly executed and delivered by Select Comfort and constitutes a legal, valid, and binding obligation of Select Comfort enforceable against Select Comfort in accordance with it terms.
Corporate Power; Authorization; Enforceable Obligation. The execution, delivery, and performance of this Agreement and all instruments and documents to be delivered by Green Tree hereunder; (i) are within Green Tree's corporate power; (ii) have been duly authorized by all necessary or proper corporate action, including the consent of shareholders where required; (iii) do not and will not contravene any provision of Green Tree's certificate of incorporation or bylaws; (iv) will not violate any law or regulation or an order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the breach of, or constitute a default under any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which Green Tree is a party or by which any of its assets or property are bound; and (vi) do not require any filing or registration with or the consent or approval of any governmental body, agency, authority, or any other person which has not been made or obtained previously. This Agreement has been duly executed and delivered by Green Tree, and constitutes the legal, valid, and binding obligation of Green Tree, enforceable against Green Tree in accordance with its terms.
Corporate Power; Authorization; Enforceable Obligation. The Borrower has full power and authority and the legal right to make, deliver and perform its obligations under this Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery or performance of this Agreement by the Borrower (other than those which have been obtained) or with the validity or enforceability of this Agreement against the Borrower by the Borrower. This Agreement has been duly executed and delivered by the Borrower. This Agreement constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
