Due Authorization; No Default. (a) The execution, delivery and performance by Borrower of this Agreement, the Notes and the Relevant Documents are within Borrower's powers, have been duly authorized by all necessary action on the part of Borrower, and do not and will not (i) violate Borrower's Certificate or Articles of Incorporation or ByLaws, or any applicable law or regulation, or any judgment, order or decree of any judicial or other governmental body, (ii) constitute a breach of, or default under, any agreement, undertaking or instrument to which Borrower is a party or by which it may be affected, or (iii) result in the imposition of any lien, encumbrance or restriction on any assets of Borrower.
(b) Borrower has delivered to Lender true and complete copies of Borrower's resolutions necessary to authorize the transactions contemplated by this Agreement, and of Borrower's Certificate or Articles of Incorporation and ByLaws, all as in effect on the date hereof and certified by a duly authorized officer of the Borrower.
(c) This Agreement and the Relevant Documents upon their execution and delivery, and the Notes upon their issuance, will be legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms.
(d) The Borrowers have no defenses, charges, claims, demands, pleas or offsets whatsoever in law or equity against the Lender or against the enforcement of the Loan Documents;
Due Authorization; No Default. 4.2(1) The execution, delivery and performance by Borrower of this Agreement, the Notes and the Relevant Documents are within Borrower's powers, have been duly authorized by all necessary action on the part of Borrower, and do not and will not (a) violate Borrower's Certificate of Incorporation or By-Laws, or any Governmental Rule of any Governmental Authority, (b) constitute a breach of, or default under, any agreement, undertaking or instrument to which Borrower is a party or by which it may be affected, or (c) result in the imposition of any lien, Encumbrance or restriction on any assets of Borrower.
4.2(2) Borrower has delivered to Lender true and complete copies of Borrower's resolutions necessary to authorize the transactions contemplated by this Agreement, and of Borrower's Certificate of Incorporation and By-Laws, all as in effect on the date hereof and certified by a duly authorized officer of Borrower.
4.2(3) This Agreement, upon its execution and delivery, shall be a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, and the Notes and Relevant Documents remain legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms.
Due Authorization; No Default. (a) The execution, delivery and performance of this Agreement and the Relevant Documents has been duly authorized by all necessary action on the part of Borrower; is not inconsistent with the certificate of incorporation, by-laws or other governing documents; does not contravene any law, governmental rule, regulation or order applicable to Borrower; and does not and will not contravene any provision of, or constitute a default under, any material indenture, mortgage, contract or other instrument or any order, writ, injunction or decree to which Borrower is a party or by which it or its properties or assets are bound.
(b) This Agreement and the Relevant Documents, upon their execution and delivery, will constitute the legal, valid and binding agreements of Borrower, enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally (whether enforcement is sought at law or in equity).
Due Authorization; No Default. (a) The execution, delivery and performance by Borrowers of this Amendment are within Borrower's powers, have been duly authorized by all necessary action on the part of each Borrower and (i) do not and will not (A) require any consent or approval of the stockholders of either Borrower, or (B) constitute or result in a breach of, or default under (with due notice or passage of time or both) any agreement, undertaking, or instrument to which Borrowers are a party or by which they may be affected, or (C) result in the creation or imposition of any lien or restriction on any assets of Borrower, other than liens in favor of Lender, and (ii) are not and will not be prevented or limited by, or violate, conflict with or breach either Borrower's Certificate of Incorporation or By-laws, or any applicable law or regulations, or any judgment, order, award or decree of any judicial body or other governmental authority or arbitrator applicable to Borrower or any of Borrower's assets.
(b) This Amendment upon its delivery will have been duly executed and delivered by the Borrower and the Loan Agreement, as amended by this Amendment, will be legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with its terms and provisions except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affect creditors' rights generally.
Due Authorization; No Default. (a) The execution, delivery and performance by Borrower of this Amendment and the Relevant Documents are within Borrower's powers, have been duly authorized by all necessary action on the part of Borrower and (i) do not and will not (A) require any consent or approval of the stockholders of Borrower, or (B) constitute or result in a breach of, or default under (with due notice or passage of time or both) any agreement, undertaking, or instrument to which Borrower is a party or by which it may be affected, or (C) result in the creation or imposition of any lien or restriction on any assets of the Borrower, other than liens in favor of Lender, and (ii) are not and will not be prevented or limited by, or violate, conflict with or breach Borrower's Certificate of Incorporation or By-laws, or any applicable law or regulations, or any judgment, order, award or decree of any judicial body or other governmental authority or arbitrator applicable to Borrower or any of Borrower's assets.
(b) This Amendment and the Relevant Documents upon their execution and delivery will have been duly executed and delivered by the Borrower and each such document and the Loan Agreement, as amended by this Amendment, will be legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms and provisions except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affect creditors' rights generally.
Due Authorization; No Default. (a) The execution, delivery and performance of this Agreement and the Relevant Documents has been duly authorized by all necessary action on the part of Borrower; is not inconsistent with its certificate of incorporation, by-laws and other governing documents; does not contravene any law, governmental rule, regulation or order applicable to Borrower; and does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument or any order, writ, injunction or decree to which Borrower is a party or by which it or its properties or assets are bound.
(b) This Agreement and the Relevant Documents, upon their execution and delivery, will constitute the legal, valid and binding agreements of Borrower, enforceable in accordance with their terms.
Due Authorization; No Default. (a) The execution, delivery and performance by Borrower of this Agreement, the Notes and the other Loan Documents are within Borrower's power and authority, have been duly authorized by all necessary action on the part of Borrower, and do not and will not (i) violate Borrower's Organizational Documents or any applicable regulation or law, or any judgment, order or decree of any Governmental Authority, (ii) constitute a material breach of, or other default under, any agreement or other Document to which Borrower is a party or by which Borrower may be subject, affected or bound (any consents required thereby having previously been obtained), or (iii) result in the imposition of any Lien or restriction on any assets of Borrower (except in favor of Lender).
(b) Borrower has delivered to Lender true and complete copies of Borrower's resolutions necessary to authorize the transactions contemplated by this Agreement, and of Borrower's Organizational Documents in effect on the date hereof, in each case certified by a duly authorized officer of Borrower.
(c) This Agreement, the Notes and each other Loan Document to which Borrower is a party have been duly executed and delivered on behalf of Borrower. This Agreement, the Notes and the other Loan Documents to which Borrower is a party are legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms.
Due Authorization; No Default. (a) The execution, delivery and performance by each member of the Inmark Group of each Loan Document to which it is a party are within the power and authority of such member of the Inmark Group, have been duly authorized by all necessary action on the part of such member of the Inmark Group, and do not and will not (i) violate any Organizational Documents of such member of the Inmark Group or any applicable regulation or law, or any judgment, order or decree of any Governmental Authority, (ii) constitute a breach of, or other default under, any agreement or other Document to which such member of the Inmark Group is a party or by which such member of the Inmark Group may be subject, affected or bound (any consents required thereby having previously been obtained), or (iii) result in the imposition of any Lien or restriction on any assets of such member of the Inmark Group (except in favor of Lender).
(b) Each member of the Inmark Group has delivered to Lender true, complete and correct copies of (i) the resolutions of such member of the Inmark Group necessary to authorize the transactions contemplated by each Loan Document to which it is a party, and (ii) the Organizational Documents of such member of the Inmark Group in effect on the date hereof, in each case certified by a duly authorized officer of such member of the Inmark Group.
(c) Each Loan Document to which one or more members of the Inmark Group are a party have been duly executed and delivered on behalf of each such member of the Inmark Group. Each Loan Document to which one or more member of the Inmark Group are a party is legal, valid and binding obligations of each such member of the Inmark Group, enforceable against each such member of the Inmark Group in accordance with their respective terms.
Due Authorization; No Default. The delivery and execution, performance of this Agreement by Seller and all other agreements and instruments to be executed by Seller in connection herewith or pursuant hereto and the consummation of the sale contemplated hereby have been duly authorized by all requisite action on the part of the general partner of Seller. When this Agreement is executed and delivered by the general partners of Seller on behalf of Seller, it shall constitute the legal, valid and binding obligation of Seller. The transfer of Seller's right, title and interest in and to the Facility to Purchaser will not violate in any Material respect any provision of Seller's Amended and Restated Agreement of Limited Partnership ("Seller's Partnership Agreement") or any laws governing Seller. Except as may be disclosed in Exhibit "G", the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, or compliance with any of the terms or conditions hereof, will not result in the breach in any Material respect by Seller of any of the terms, conditions or provisions of any agreements or instruments to which Seller is a party, or to which it or its property is bound, or constitute a default in any Material respect under such agreements or instruments.
Due Authorization; No Default. 4.2(1) The execution, delivery and performance by Borrower of this Agreement, the Notes and the Relevant Documents are within Borrower's powers, have been duly authorized by all necessary action on the part of Borrower, and do not and will not (a) violate Borrower's Certificate of Incorporation or By-Laws, or any Governmental Rule of any Governmental Authority, (b) constitute a breach of, or default under, any agreement, undertaking or instrument [upon receipt of appropriate consents from the New Jersey Economic Development Authority ("NJEDA") and the Banque Nationale De Paris, Houston agency ("BNP") relative to a Loan Agreement between Borrower and NJEDA, Trust Indenture by and among the NJEDA and The National Bank, or the Reimbursement Agreement between Borrower and BNP and related documents, all dated as of April 15, 1993 (separately, the "NJEDA Consent" and the "BNP Consent")] to which Borrower is a party or by which it may be affected, or (c) result in the imposition of any lien, Encumbrance or restriction on any assets of Borrower.
4.2(2) Borrower has delivered to Lender true and complete copies of Borrower's resolutions necessary to authorize the transactions contemplated by this Agreement, and of Borrower's Certificate of Incorporation and By-Laws, all as in effect on the date hereof and certified by a duly authorized officer of Borrower.
