Common use of Enforceable Obligations; Authorization Clause in Contracts

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. 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 would 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. The Loan Documents are legal, valid and binding obligations of each applicable Obligorthe Parties, 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 corporate action; (b) are within the corporate power and authority of each applicable Obligorthe Parties; (c) do not and will not contravene or violate any Legal Requirement applicable to any applicable Obligor the Parties or the Organizational Documents of any applicable Obligorthe Parties, the contravention or violation of which could reasonably be expected to have a material adverse effect Material Adverse Effect on the business, condition (financial or otherwise), operations or Properties of the Borrower or any Obligorother Party; (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 the Parties or any of its their respective Property may be boundbound or affected which breach or default could reasonably be expected to cause a Material Adverse Effect, and (e) do not and will not result in the creation of any Lien upon any Property of any Obligorof the Parties, except in favor favour of Agent the Lender 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 DocumentsAgreements, the Liens of created under the Security Documents, will Agreements constitute valid and perfected first and prior Liens on the Property described therein, subject to no other Liens whatsoever except Permitted Lienswhatsoever.

Enforceable Obligations; Authorization. The Loan Documents are legal, valid and binding obligations of each applicable Obligorthe Parties, 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 corporate action; (b) are within the corporate power and authority of each applicable Obligorthe Parties; (c) do not and will not contravene or violate any Legal Requirement applicable to any applicable Obligor the Parties or the Organizational Documents of any applicable Obligorthe Parties, the contravention or violation of which could reasonably be expected to have a material adverse effect Material Adverse Effect on the business, condition (financial or otherwise), operations or Properties of the Borrower or any Obligorother Party; (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 the Parties or any of its their respective Property may be boundbound or affected which breach or default could reasonably be expected to cause a Material Adverse Effect, and (e) do not and will not result in the creation of any Lien upon any Property of any Obligorof the Parties, except in favor of the 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 DocumentsAgreements, the Liens of created under the Security Documents, will Agreements constitute valid and perfected first and prior Liens on the Property described therein, subject to no other Liens whatsoever except Permitted Lienswhatsoever.

Enforceable Obligations; Authorization. The Loan Documents are legal, valid and binding obligations of each applicable Obligorthe Parties and, where applicable, the Authority, 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 corporate action; (b) are within the corporate power and authority of each applicable Obligorthe Parties and, where applicable, the Authority; (c) do not and will not contravene or violate any Legal Requirement applicable to any applicable Obligor the Parties or, where applicable, the Authority, or the Organizational Documents of any applicable Obligorthe Parties or, where applicable, the Authority, the contravention or violation of which could reasonably be expected to have cause a material adverse effect on the business, condition (financial or otherwise), operations or Properties of any ObligorMaterial 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 the Parties or any of its their respective Property may be boundbound or affected which breach or default could reasonably be expected to cause a Material Adverse Effect, and (e) do not and will not result in the creation of any Lien upon any Property of any Obligorof the Parties, except in favor of the 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 created under the Security Documents, will Documents constitute valid and perfected first and prior Liens on the Property described therein, subject to no other Liens whatsoever except Permitted Lienswhatsoever.

Enforceable Obligations; Authorization. The Loan Documents have been duly executed and delivered by Borrower and are legal, valid and binding obligations of each applicable ObligorBorrower, 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 ObligorBorrower; (c) to Borrower’s knowledge, do not and will not contravene or violate any Legal Requirement applicable to Borrower or any applicable Obligor of its Subsidiaries or the Organizational Documents of Borrower or any applicable Obligorof its Subsidiaries, the contravention or violation of which could would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), operations or Properties of any ObligorMaterial 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 Borrower or any of its Property Subsidiaries or any of their Properties may be boundbound the contravention or violation of which would reasonably be expected to have a Material Adverse Effect, and (e) do not and will not result in the creation of any Lien upon any material Property of Borrower or any Obligor, of its Material Subsidiaries except in favor of Agent or as expressly contemplated thereinfor Permitted Liens. All necessary permits, registrations and consents for such making execution, delivery and performance have been obtained. Except as otherwise expressly stated in , except where the Security Documents, failure to obtain the Liens of the Security Documents, will constitute valid and perfected first and prior Liens on the Property described therein, subject same would not reasonably be expected to no other Liens whatsoever except Permitted Lienshave a Material Adverse Effect.