Common use of Entity Power; Authorization; Enforceable Obligations Clause in Contracts

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, Documents and the First Lien Loan Acquisition Documents to which it is a party and, in the case of Borrower, to borrow hereunderhereunder and to consummate the Acquisition. Each Loan Party has taken all necessary corporate corporate, limited liability company, partnership or other action to authorize the execution, delivery and performance of the Loan Documents, Documents and the First Lien Loan Acquisition Documents to which it is a party and, in the case of Borrower, to authorize the borrowings on the terms and conditions of this AgreementAgreement and to consummate the Acquisition on the terms and conditions set forth in the Acquisition 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 Acquisition, 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 Acquisition 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, Document and each First Lien Loan Acquisition 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 Acquisition Properties. This Agreement, the First Lien Loan Documents Agreement and each Acquisition Document 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 Credit 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 and Acquisition Documents to which it is a party and, in the case of Borrower, to borrow hereunderhereunder and to consummate the Acquisition. Each Loan Credit 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 and Acquisition Documents to which it is a party and, in the case of Borrower, to authorize the borrowings on the terms and conditions of this AgreementAgreement and to consummate the Acquisition on the terms and conditions set forth in the Acquisition 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 Acquisition (as it relates to the Credit Parties), 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 Acquisition Documents to which a Credit Party is a party, 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, Document and each First Lien Loan Acquisition Document has been duly executed and delivered on behalf of each Loan Credit Party that is a party thereto. The consents, authorizations, filings This Agreement 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 each Acquisition Document constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Credit Party that is a party thereto, enforceable against each such Loan Credit 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 Specified Party and each Loan Party has the power and authority (corporate or otherwise), and the legal rightright (subject, as of the Closing Date, with respect to the Contribution, to only the expiration of the comment and waiting periods required by the SEC in connection with the Information Statement), to make, deliver and perform the Loan Documents, the First Lien Loan Transaction Documents to which it is a party party, to consummate the Contribution and, in the case of Borrower, to borrow hereunder. Each Specified Party and 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 Transaction Documents to which it is a party and the consummation of the Contribution on terms and conditions set forth in the Contribution Documents 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 Contribution, 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 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 effect, (ii) the filings referred to in Section 3.21, and (iii) the filing with the SEC of the Information Statement. Each Loan Document, each First Lien Loan Transaction Document has been duly executed and delivered on behalf of each Specified Party and 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 Specified Parties to acquire, consummate the Property Exchange and for Holdings to contribute the Contribution Assets to Borrower and for Borrower and its Subsidiaries to own (legally and of record) and grant a security interest in the PropertiesContribution Assets. This Agreement, the First Lien Loan Documents constitutes, Agreement and each other Loan 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 Loan Party 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. Each Loan Party has the power and authority (corporate or otherwise), and the legal right, to make, deliver and perform the Loan Documents, Documents and the First Lien Loan Acquisition Documents to which it is a party and, in the case of Borrower, to borrow hereunderhereunder and to consummate the Acquisition. Each Loan Party has taken all necessary corporate corporate, limited liability company, partnership or other action to authorize the execution, delivery and performance of the Loan Documents, Documents and the First Lien Loan Acquisition Documents to which it is a party and, in the case of Borrower, to authorize the borrowings on the terms and conditions of this AgreementAgreement and to consummate the Acquisition on the terms and conditions set forth in the Acquisition 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 Acquisition, 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 Acquisition 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, Document and each First Lien Loan Acquisition 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 Acquired Properties. This Agreement, the First Lien Loan Documents Agreement and each Acquisition Document 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 (a) The execution, delivery and performance by each Loan Party has of 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 andand the consummation of the transactions contemplated thereby: (i) are within such Loan Party's corporate, limited liability company, partnership or other powers; (ii) have been duly authorized by all necessary corporate, limited liability company or partnership action, including the consent of shareholders, members or partners where required; (iii) do not and will not (A) contravene any Loan Party's or any Restricted Subsidiary's Constituent Documents, (B) violate any other applicable Requirement of Law applicable to any Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to any Loan Party, (C) conflict with or result in the case breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of Borrower, to borrow hereunder. Each any Loan Party has taken all necessary corporate or other action to authorize any of its Subsidiaries, or (D) result in the execution, delivery and performance creation or imposition of any Lien upon any of the property of any Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents, ; and (iv) do not require 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 withauthorization by, approval of, notice to to, or other act by filing or in respect ofregistration with, any Governmental Authority or any other Person is Person, other than those listed on Schedule 4.2 and which have been or will be, prior to the Initial Closing Date, obtained or made, copies of which have been or will be delivered to the Agent pursuant to Section 3.1, and each of which on the Initial Closing Date will be in full force and effect and, with respect to the Collateral, filings required in connection with to perfect the borrowings hereunder or Liens created by the executionCollateral Documents. (b) This Agreement has been, delivery, performance, validity or enforceability of this Agreement or any and each 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 will have been obtained or made and are in full force and effect and (ii) upon delivery thereof pursuant to the filings referred to in Section 3.21. Each Loan Documentterms of this Agreement, each First Lien Loan Document has been duly executed and delivered on behalf of by each Loan Party that is a party thereto. The consentsThis Agreement is, authorizationsand the other Loan Documents will be, 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 Agreementwhen delivered hereunder, 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 the same may 39 41 be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ creditor's rights generally and by the application of general equitable principles (of equity, regardless of whether enforcement such enforceability is sought by proceedings considered in a proceeding in equity or at law).

Entity Power; Authorization; Enforceable Obligations. (a) Each Loan Party of the corporate Credit Parties has the corporate power and authority (corporate or otherwise), and Intex has the legal rightpartnership power and authority, to make, deliver and perform the Loan Documentsall of its obligations in connection with this Amended and Restated Credit Agreement, the First Lien Loan Notes and the other Basic Documents to which it is a party andparty, in and the case of Borrower, Company has the corporate power and authority to borrow hereunder and to request the issuance of Letters of Credit hereunder. Each Loan Party ; the Company has taken all necessary corporate or action to authorize the borrowings and the issuance of Letters of Credit on the terms and conditions of this Amended and Restated Credit Agreement and the Notes, and to authorize the execution, delivery and performance by it of this Amended and Restated Credit Agreement, the Notes and the other Basic Documents to which it is a party; and each of the other corporate Credit Parties has taken all necessary corporate action and Intex has taken all necessary partnership action, to authorize the execution, delivery and performance of the Loan Documents, the First Lien Loan Documents each Basic Document to which it is a party and, in the case of Borrower, to authorize the borrowings on the terms and conditions of this Agreementparty. 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 hereunder, the issuance of Letters of Credit or with the execution, delivery, performance, delivery or performance by the Credit Parties or the validity of or enforceability against the Credit Parties, of this Amended and Restated Credit Agreement or any the other Basic Documents to which each is a party (except such filings as are necessary in connection with the perfection of the other Loan Documents or the First Lien Loan Documents except (i) consents, authorizations, filings and notices described in Schedule 3.4Liens created by such documents, which consents, authorizations, filings and notices have been duly made and/or obtained or made and are in full force and effect and (ii) the filings referred to in Section 3.21effect). Each Loan Documentof this Amended and Restated Credit Agreement, each First Lien Loan Note and each Basic Document to which each Credit Party is a party has been duly executed and delivered on behalf of each Loan such Credit Party. Each of this Amended and Restated Credit Agreement, each Note and each other Basic Document to which each Credit 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, constitutes a legal, valid and binding obligation of each Loan Party that is a party theretosuch Credit Party, enforceable against each such Loan Party the Credit Parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally generally, and except as enforceability may be limited by general equitable principles of equity (whether enforcement is sought by proceedings considered in equity a suit at law or at lawin equity).