Entity Power; Authorization; Enforceable Obligations. Borrower has the power and authority, and the legal right, to make, deliver and perform the Loan Documents and to borrow hereunder, and has taken all necessary limited liability company or other action to authorize the execution, delivery and performance of the Loan Documents and to authorize the borrowings on the terms and conditions of this Agreement and the other Loan Documents. 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 the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except consents, authorizations, filings and notices which have been obtained or made and are in full force and effect. Each Loan Document has been duly executed and delivered on behalf of Borrower. This Agreement constitutes, and each other Loan Document upon execution shall constitute, a legal, valid and binding obligation of Borrower, enforceable against 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).
Entity Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority (corporate or otherwise), and the legal right, to make, deliver and perform the Loan Documents, the First Lien Loan Documents to which it is a party and, in the case of Borrower, to borrow hereunder. Each Loan Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of the Loan Documents, the First Lien Loan Documents to which it is a party and, in the case of Borrower, to authorize the borrowings on the terms and conditions 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 the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents or the First Lien Loan Documents except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 3.21. Each Loan Document, each First Lien Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. The consents, authorizations, filings and notices received as of the Closing Date which are described on Schedule 3.4 constitute all of the consents, authorizations, filings and notices required in order for the Loan Parties to acquire, own (legally and of record) and grant a security interest in the Properties. This Agreement, the First Lien Loan Documents constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party 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).
Entity Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority (corporate or otherwise), and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of Xxxxxxxx, to borrow hereunder. Each Loan Party has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of Borrower, to authorize the borrowings on the terms and conditions 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 the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 3.21. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party 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).
Entity Power; Authorization; Enforceable Obligations. (a) Each of the corporate Borrowers has the corporate power and authority and each of the partnership Borrowers has the partnership power and authority, to make, deliver and perform all of its obligations in connection with this Credit Agreement, the Notes and the other Basic Documents to which it is a party, and each Borrower has the corporate power and authority to borrow hereunder and to request the issuance of Letters of Credit hereunder; each Borrower has taken all necessary corporate or partnership action to authorize the borrowings and the issuance of Letters of Credit on the terms and conditions of this Credit Agreement and the Notes, and to authorize the execution, delivery and performance by it of this Credit Agreement, the Notes and the other Basic Documents to which it is a party. No consent or authorization of, filing with, or other act by or in respect of, any other Person is required in connection with the borrowings hereunder, the issuance of Letters of Credit or with the execution, delivery or performance by the Borrowers or the validity of or enforceability against the Borrowers, of this Credit Agreement or the other Basic Documents to which each is a party (except such filings as are necessary in connection with the perfection of the Liens created by such documents, which filings have been duly made and/or obtained and are in full force and effect). Each of this Credit Agreement, each Note and each Basic Document to which each Borrower is a party has been duly executed and delivered on behalf of each such Borrower. Each of this Credit Agreement, each Note and each other Basic Document to which each Borrower is a party constitutes a legal, valid and binding obligation of each such Borrower, enforceable against the Borrowers in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally, and except as enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).
Entity Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
Entity Power; Authorization; Enforceable Obligations. The Seller has the limited liability company power and authority to execute and deliver the Merger Documents and to consummate the Contemplated Transactions. Except as contemplated by Section 8.3, the Seller has taken all necessary action, including all action required by InterCept as its manager, to authorize the execution and delivery of the Merger Documents and the consummation of the Contemplated Transactions. The Merger Documents to which the Seller is a party constitute the legal, valid, and binding obligations of the Seller, enforceable against the Seller in accordance with their terms and conditions, except as such enforcement may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting creditors’ rights generally, and by general principles of equity.
Entity Power; Authorization; Enforceable Obligations. Each Specified Party and each Loan Party has the power and authority (corporate or otherwise), and the legal right to make, deliver and perform the Transaction Documents to which it is a party and, in the case of Borrower, to borrow hereunder. Each Specified Party and each Loan Party has taken all necessary corporate action to authorize the execution, delivery and performance of the Transaction Documents to which it is a party and, in the case of Borrower, to authorize the borrowings on the terms and conditions 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 the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Transaction Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 3.21. Each Transaction Document has been duly executed and delivered on behalf of each Specified Party and each Loan Party that is a party thereto. This Agreement and each other Transaction Document constitutes, or upon execution will constitute, a legal, valid and binding obligation of each Specified Party and each Loan Party that is a party thereto, enforceable against each such Person 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).
Entity Power; Authorization; Enforceable Obligations. Borrower has full power and authority and the legal right to make, deliver and perform the Loan Documents to which it is party and has taken all necessary corporate action to authorize the execution, delivery and performance by it of the Loan Documents to which it is party. 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 any Loan Document by Borrower (other than those which have been obtained, including without limitation those required under Section 4.1(e) or in connection with the perfection of Liens in favor of Bank hereunder) or with the validity or enforceability of any Loan Document against Borrower (except such filings as are necessary in connection with the perfection of the Liens created by such Loan Documents). Each Loan Document to which it is a party has been duly executed and delivered on behalf of Borrower. Each Loan Document to which it is a party constitutes a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms.
Entity Power; Authorization; Enforceable Obligations. The Sellers ---------------------------------------------------- have the power and authority (including full corporate, limited liability company or partnership power and authority, as applicable) to execute and deliver the Purchase Documents and to consummate the Contemplated Transactions. The Sellers have taken all necessary corporate, limited liability company, or limited partnership action, including all action required by their respective boards of directors, boards of managers, or general partner, and by the holders of Shares, to authorize the execution and delivery of the Purchase Documents and the consummation of the Contemplated Transactions, and the execution and delivery of the Purchase Documents and the consummation of the Contemplated Transactions is in fact duly authorized by the Sellers. The Purchase Documents constitute the legal, valid, and binding obligations of the Sellers, enforceable against the Sellers in accordance with their terms and conditions, except as such enforcement may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect affecting creditors' rights generally, and by general principles of equity.
Entity Power; Authorization; Enforceable Obligations. (a) Each of the corporate Credit Parties has the corporate power and authority, and Intex has the partnership power and authority, to make, deliver and perform all of its respective obligations in connection with the Agreement as amended by the Fifth Amendment; each corporate Credit Party has taken all necessary corporate action, and Intex has taken all necessary partnership action, to authorize the execution, delivery and performance of the Fifth Amendment. No consent or authorization of, filing with, or other act by or in respect of, any other Person is required in connection with the execution, delivery or performance by each of the Credit Parties or the validity of or enforceability against each of the Credit Parties, of the Fifth Amendment (except such filings as are necessary in connection with perfection of the Liens created by such documents, which filings have been duly made and/or obtained and are in full force and effect). The Fifth Amendment has been duly executed and delivered on behalf of each such Credit Party. The Fifth Amendment constitutes a legal, valid and binding obligation of each Credit Party, enforceable against each such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally, and except as enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).
