Enforceable Obligations; Authorization. The Loan Documents are legal, valid and binding obligations of each applicable Obligor, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other similar laws and judicial decisions affecting creditors' rights generally and by general equitable principles. The execution, delivery and performance of the Loan Documents (a) have all been duly authorized by all necessary action; (b) are within the power and authority of each applicable Obligor; (c) to the best of Borrower's knowledge, do not and will not contravene or violate any Legal Requirement applicable to any applicable Obligor or the Organizational Documents of any applicable Obligor, the contravention or violation of which would reasonably be expected to have a Material Adverse Effect; (d) do not and will not result in the breach of, or constitute a default under, any material agreement or instrument by which any Obligor or any of its Property may be bound, and (e) do not and will not result in the creation of any Lien upon any Property of any Obligor. All necessary permits, registrations and consents for such making and performance have been obtained, except where the failure to obtain the same would not have a Material Adverse Effect. Except as otherwise expressly stated in the Security Documents, the Liens of the Security Documents will constitute valid and perfected first and prior Liens on the Property described therein, subject to no other Liens whatsoever except Permitted Liens covering Collateral other than equity interests in the Subsidiaries of Borrower.
Enforceable Obligations; Authorization. The Credit Documents are legal, valid and binding obligations of the Parties, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally and by general equitable principles. The execution, delivery and performance of the Credit Documents have all been duly authorized by all necessary action; are within the power and authority of the Parties; do not and will not contravene or violate any Legal Requirement or the Organizational Documents of the Parties; do not and will not result in the breach of, or constitute a default under, any agreement or instrument by which the Parties or any of their respective Property may be bound or affected; and do not and will not result in the creation of any Lien upon any Property of any of the Parties except as expressly contemplated therein. All necessary permits, registrations and consents for such making and performance have been obtained.
Enforceable Obligations; Authorization. The Loan Documents are legal, valid and binding obligations of the respective Credit Parties executing and delivering the same, enforceable against such Credit Parties in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors rights generally and by general equitable principles regardless of whether considered in a proceeding in equity or at law. The execution, delivery and performance of the Loan Documents have all been duly authorized by all necessary corporate, and if necessary shareholder, action; are within the power and authority of each of the Credit Parties; do not and will not violate any Legal Requirement material to the business, assets or operations of any of the Credit Parties taken as a whole or the Organizational Documents of any of the Credit Parties; do not and will not constitute a default under, any material agreement or instrument by which any of the Credit Parties or any material portion of any of the Credit Parties’ Property is bound or affected; and do not and will not result in the creation of any Lien upon any Property of any of the Credit Parties except as expressly contemplated therein. All necessary approvals of any Governmental Authority and all other requisite material permits, registrations and consents for the performance have been obtained for the delivery and performance of the Loan Documents.
Enforceable Obligations; Authorization. The Credit Documents are legal, valid and binding obligations of the Parties, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other laws affecting creditors’ rights generally and by general equitable principles. The execution, delivery and performance of the Credit Documents have all been duly authorized by all necessary action; are within the power and authority of the Parties; do not and will not contravene or violate any Legal Requirement or the Organizational Documents of the Parties; do not and will not result in the breach of, or constitute a default under, any agreement or instrument by which the Parties or any of their respective Property may be bound or affected, except where such breach or default could not reasonably be expected to have a Material Adverse Effect; and do not and will not result in the creation of any Lien upon any Property of any of the Parties except as expressly contemplated therein. All necessary permits, registrations and consents for such making and performance have been obtained except where the lack thereof would not reasonably be expected to have a Material Adverse Effect.
Enforceable Obligations; Authorization. The Loan Documents are legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other similar laws and judicial decisions affecting creditors' rights generally and by general equitable principles. The execution, delivery and performance of the Loan Documents by Borrower (a) have all been duly authorized by all necessary action; (b) are within the corporate power and authority of Borrower; (c) do not and will not contravene or violate any Legal Requirement applicable to Borrower or the Organizational Documents of Borrower, the contravention or violation of which could reasonably be expected to have a Material Adverse Effect; (d) do not and will not result in the breach of, or constitute a default under, any material agreement or instrument by which Borrower or any of its Property may be bound, and (e) do not and will not result in the creation of any Lien upon any Property of Borrower, except in favor of Agent or as expressly contemplated herein or therein. All necessary permits, registrations and consents for such making and performance have been obtained.
Enforceable Obligations; Authorization. The Loan Documents are legal, valid and binding obligations of the Company and the Guarantors, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other similar laws affecting creditors rights generally and by general equitable principles. The execution, delivery and performance of the Loan Documents have all been duly authorized by all necessary action; are within the power and authority of the Company and the Guarantors; do not and will not contravene or violate any Legal Requirement or the Organizational Documents of the Company or any Guarantors; do not and will not result in the breach of, or constitute a default under, any agreement or instrument by which the Company or any Guarantors or any of their respective Property may be bound or affected; and do not and will not result in the creation of any Lien upon any Property of the Company or any Guarantors except as expressly contemplated therein. All necessary permits, registrations and consents for the execution, delivery and performance by the Company and its Subsidiaries of the Loan Documents have been obtained.
Enforceable Obligations; Authorization. The Loan Documents are legal, valid and binding obligations of each applicable Obligor, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other similar laws and judicial decisions affecting creditors’ rights generally and by general equitable principles. The execution, delivery and performance of the Loan Documents (a) have all been duly authorized by all necessary action; (b) are within the power and authority of each applicable Obligor; (c) do not and will not contravene or violate any Legal Requirement applicable to any applicable Obligor or the Organizational Documents of any applicable Obligor, the contravention or violation of which could reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), operations or Properties of any Obligor; (d) do not and will not result in the breach of, or constitute a default under, any material agreement or instrument by which any Obligor or any of its Property may be bound, and (e) do not and will not result in the creation of any Lien upon any Property of any Obligor, except in favor of Agent or as expressly contemplated therein. All necessary permits, registrations and consents for such making and performance have been obtained. Except as otherwise expressly stated in the Security Documents, the Liens of the Security Documents, will constitute valid and perfected first and prior Liens on the Property described therein, subject to no other Liens whatsoever except Permitted Liens.
Enforceable Obligations; Authorization. This Agreement is a legal, valid and binding obligation of I(3)S, enforceable in accordance with its terms; the making and performance by I(3)S of this Agreement have been duly authorized by all necessary action; are within the power and authority of I(3)S; will not contravene or violate any legal requirement, shareholders agreement of I(3)S, or articles of incorporation or bylaws of I(3)S; and will not result in the breach of, or constitute a default under, any agreement, instrument, judgement, license, order, franchise or permit to which I(3)S is a party, or any of its property may be bound or affected.
Enforceable Obligations; Authorization. Each of this Agreement, the Guaranty Trust, the Pledge Agreement, the Security Agreement, any Promissory Note and the other Loan Documents to which Borrower or any of the Subsidiary Guarantors is a party is Borrower’s or such Subsidiary Guarantor’s legal, valid and binding obligations, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, concurso mercantil, insolvency and other similar laws affecting creditors’ rights generally and by general equitable principles. Any judgment against Borrower or any of the Subsidiary Guarantors rendered in a state or federal court in the state of New York may be enforced in the courts of Mexico. The execution, delivery and performance of the Loan Documents to which Borrower or any of the Subsidiary Guarantors is a party (i) have been duly authorized by all necessary corporate action; (ii) are within such Person’s power and authority to perform; (iii) do not and will not contravene or violate any Legal Requirement applicable to such Person or its Organizational Documents; (iv) do not and will not result in the breach of, or constitute a default under, any material agreement or instrument by which such Person or any of its property may be bound or affected; and (v) except for the Liens granted pursuant to Article 3, do not and will not result in the creation of any Lien upon any of its property. All necessary authorizations in connection with the performance of Borrower’s or any of the Subsidiary Guarantors’ obligations under this Agreement, the Guaranty Trust, the Security Agreement, the Promissory Notes and the other Loan Documents to which Borrower or such Subsidiary Guarantor is a party have been obtained and are in full force and effect, including but not limited to final approvals by all appropriate Governmental Authorities having jurisdiction over Borrower or such Subsidiary Guarantor.
Enforceable Obligations; Authorization. The execution, delivery and performance of the Loan Documents to which Borrower or Guarantor is a party are within its corporate powers and have been duly authorized by all necessary corporate action of Borrower or Guarantor, as applicable. Neither execution or delivery of any Loan Documents nor the fulfillment of or compliance with its terms will contravene or violate (i) Borrower’s or Guarantor’s Organizational Documents, (ii) any Legal Requirement binding on or affecting Borrower or Guarantor or (iii) any mortgage, indenture, contract, agreement or other instrument, or any judgment, order or decree binding upon Borrower or Guarantor. No authorization or approval or other action by, and no notice to or filing with, any franchisor, licensor, distributor, Governmental Authority, regulatory body, or other Person is required for the due execution, delivery and performance by Borrower or Guarantor of the Loan Documents to which each is a party. The Loan Documents to which Borrower or Guarantor is a party have been duly executed and delivered and are legal, valid and binding obligations of Borrower and Guarantor, enforceable against each in accordance with their respective terms. The Improvements and the use of the Land and Improvements comply in all respects with applicable Legal Requirements.
