Organization and Validity. a. Seller (i) is a corporation or limited liability company (as designated in the first paragraph of this Agreement), duly organized and validly existing and in good standing under the laws of the state of incorporation or organization, as applicable, designated in the first paragraph of this Agreement, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not have a Material Adverse Effect. A list of all states and other jurisdictions where Seller is qualified to do business is shown on Schedule 5.1 attached hereto and made part hereof. b. The making and performance of this Agreement and the other Transaction Documents will not violate any law, government rule or regulation, court or administrative order or other such order, or the charter, minutes or bylaw provisions of Seller, or of Seller’s operating agreement or partnership agreement, as applicable, or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Seller is a party, or by which Seller is bound. Seller is not in violation of any term of any agreement or instrument to which it is a party or by which it may be bound which violation has or could have a Material Adverse Effect, or of its charter, minutes or bylaw provisions, or of Seller’s operating agreement or partnership agreement, as applicable,. c. Seller has all requisite power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Transaction Documents as applicable. d. This Agreement and all of the other Transaction Documents, when delivered, will be valid and binding upon Seller, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
Appears in 2 contracts
Samples: Sale of Accounts and Security Agreement, Sale of Accounts and Security Agreement (Intercloud Systems, Inc.)
Organization and Validity. a. Seller Each Loan Party (i) is a corporation or limited liability company (as designated in the first paragraph of this Agreement)corporation, duly organized and validly existing and in good standing under the laws of the state of incorporation or its organization, as applicable, designated in the first paragraph of this Agreement, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not have a Material Adverse Effect. A list of all states and other jurisdictions where Seller each Loan Party is qualified to do business on the Closing Date is shown on Schedule 5.1 “5.1” attached hereto and made part hereof.
b. The making and performance of this Agreement and the other Transaction Loan Documents and consummation of the Acquisition will not (i) violate any lawRequirement of Law or decree, government rule award, injunction, judgment by which such Loan Party is bound, (ii) violate the Organizational Documents of any Loan Party, (iii) cause or regulationresult in the imposition or creation of any lien upon any property of any Loan Party, court or administrative order or other such order, or the charter, minutes or bylaw provisions of Seller, or of Seller’s operating agreement or partnership agreement, as applicable, (iv) or violate or result in a default or breach (immediately or with the passage of time) under any contract, agreement agreement, indenture or instrument to which Seller such Loan Party is a party, or by which Seller such Loan Party is bound, including the Material Agreements. Seller No Loan Party is not in violation of any term of any agreement contract, agreement, indenture or instrument to which it is a party or by which it may be bound which violation has or could have a Material Adverse Effect, or of its charter, minutes or bylaw provisions, or of Seller’s operating agreement or partnership agreement, as applicable,Organizational Documents.
c. Seller Each Loan Party has all requisite power and authority to enter into and perform this Agreement and each other Loan Document to which it is party and to incur the obligations herein and therein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Transaction Loan Documents as applicable.
d. This Agreement Agreement, the Term Loan Note to be issued hereunder, and all of the other Transaction Loan Documents, when delivered, will be valid and binding upon Sellereach Loan Party, as applicable, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
Appears in 2 contracts
Samples: Loan and Security Agreement (JetPay Corp), Loan and Security Agreement (Universal Business Payment Solutions Acquisition Corp)
Organization and Validity. a. Seller (ia) Each Borrower is duly organized as either a partnership, corporation or limited liability company (as designated in the first paragraph of this Agreement), duly organized and validly existing and in good standing under the laws of the its state of organization, incorporation or organizationformation, as applicable, designated in the first paragraph of this Agreement, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and and, to the extent applicable, in good standing and has lawful power and authority to engage in the business it conducts in each state and other jurisdiction where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not have reasonably be expected to cause a Material Adverse Effect. A list of all states and other jurisdictions where Seller each Borrower is qualified to do business is shown on Schedule 5.1 attached hereto as Schedule 5.01 and made a part hereof.
b. (b) The making and performance of this Agreement and the other Transaction Documents related agreements, and each document required by any Section hereof will not violate (i) any law, government rule or rule, regulation, court or administrative order or other such order, judgment or the charteraward applicable to such Borrower or its Property, minutes or bylaw provisions (ii) any provision of Sellersuch Borrower’s Organizational Documents, or of Seller’s operating agreement or partnership agreement, as applicable, or (iii) violate or result in a default (immediately or immediately, with the passage of timetime or with the giving of notice) under any contract, agreement or instrument to which Seller such Borrower is a party, or by which Seller such Borrower is bound. Seller No Borrower is not in violation of any term of any agreement or instrument to which it is a party or by which it may be bound or of its Organizational Documents or minutes, which violation has or could have reasonably be expected to cause a Material Adverse Effect, or of its charter, minutes or bylaw provisions, or of Seller’s operating agreement or partnership agreement, as applicable,.
c. Seller (c) Each Borrower has all requisite power and authority to enter into and perform this Agreement and the other Loan Documents and to incur the obligations Obligations herein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, Agreement and the other Transaction Documents as applicableLoan Documents.
d. (d) This Agreement Agreement, the Revolving Note and all of the other Transaction DocumentsLoan Documents required to be executed and delivered by any Borrower hereunder, when delivered, will be valid and binding upon Seller, such all Borrowers a party thereto and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principlesterms.
Appears in 1 contract
Organization and Validity. a. Seller Each Borrower (i) is a corporation or limited liability company (as designated in the first paragraph of this Agreement)company, duly organized and validly existing and in good standing under the laws of the state of incorporation or its organization, as applicable, designated in the first paragraph of this Agreement, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not have a Material Adverse Effect. A list of all states and other jurisdictions where Seller each Borrower is qualified to do business is shown on Schedule 5.1 “5.1” attached hereto and made part hereof.
b. The making and performance of this Agreement and the other Transaction Loan Documents will not (i) violate any lawRequirement of Law or decree, government rule award, injunction, judgment by which such Borrower is bound, (ii) violate the Organizational Documents of any Borrower, (iii) cause or regulation, court result in the imposition or administrative order or other such ordercreation of any Lien upon any property of any Borrower, or the charter, minutes or bylaw provisions of Seller, or of Seller’s operating agreement or partnership agreement, as applicable, or (iv) violate or result in a default or breach (immediately or with the passage of time) under any contract, agreement agreement, indenture or instrument to which Seller such Borrower is a party, or by which Seller such Borrower is bound. Seller No Borrower is not in violation of any term of any agreement contract, agreement, indenture or instrument to which it is a party or by which it may be bound which violation has or could have a Material Adverse Effect, or of its charter, minutes or bylaw provisions, or of Seller’s operating agreement or partnership agreement, as applicable,Organizational Documents.
c. Seller Each Borrower has all requisite power and authority to enter into and perform this Agreement and each other Loan Document to which it is party and to incur the obligations herein and therein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Transaction Loan Documents as applicable.
d. This Agreement Agreement, the Notes to be issued hereunder, and all of the other Transaction Loan Documents, when delivered, will be valid and binding upon Sellereach Borrower, as applicable, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
Appears in 1 contract
Samples: Loan and Security Agreement (Amerinac Holding Corp.)
Organization and Validity. a. Seller Each Loan Party (i) is a corporation or limited liability company (company, as designated in the first paragraph of this Agreement)applicable, duly organized and validly existing and in good standing under the laws of the state of incorporation or its organization, as applicable, designated in the first paragraph of this Agreement, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not have a Material Adverse Effect. A list of all states and other jurisdictions where Seller each Loan Party is qualified to do business on the Closing Date is shown on Schedule 5.1 “5.1” attached hereto and made part hereof.
b. The making and performance of this Agreement and the other Transaction Loan Documents will not (i) violate any lawRequirement of Law or decree, government rule award, injunction, judgment by which such Loan Party is bound, (ii) violate the Organizational Documents of any Loan Party, (iii) cause or regulationresult in the imposition or creation of any lien upon any property of any Loan Party, court or administrative order or other such order, or the charter, minutes or bylaw provisions of Seller, or of Seller’s operating agreement or partnership agreement, as applicable, (iv) or violate or result in a default or breach (immediately or with the passage of time) under any contract, agreement agreement, indenture or instrument to which Seller such Loan Party is a party, or by which Seller such Loan Party is bound, including the Material Agreements. Seller No Loan Party is not in violation of any term of any agreement contract, agreement, indenture or instrument to which it is a party or by which it may be bound which violation has or could have a Material Adverse Effect, or of its charter, minutes or bylaw provisions, or of Seller’s operating agreement or partnership agreement, as applicable,Organizational Documents.
c. Seller Each Loan Party has all requisite power and authority to enter into and perform this Agreement and each other Loan Document to which it is party and to incur the obligations herein and therein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Transaction Loan Documents as applicable.
d. This Agreement Agreement, the Term Loan Note to be issued hereunder, and all of the other Transaction Loan Documents, when delivered, will be valid and binding upon Sellereach Loan Party, as applicable, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
Appears in 1 contract
Organization and Validity. a. Seller (ia) Each Borrower is duly organized as either a corporation or limited liability company (as designated in the first paragraph of this Agreement), duly organized and validly existing and in good standing under the laws of the its state of incorporation or organizationformation, as applicable, designated in the first paragraph of this Agreement, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state and other jurisdiction where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could would not have a Material Adverse Effect. A list of the jurisdiction in which each Borrower is organized as well as a list of all states and other jurisdictions where Seller each Borrower is qualified to do business is shown on Schedule 5.1 attached hereto as Schedule 2 and made a part hereof.
b. (b) The making and performance of this Agreement and the other Transaction Documents related agreements, and each document required by any Section hereof will not violate any law, government rule or regulation, court or administrative order or other such order, or the charter, minutes minutes, partnership agreement, operating agreement or bylaw provisions of Seller, or of Seller’s operating agreement or partnership agreement, as applicable, or any Borrower violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Seller Borrower is a party, or by which Seller a Borrower is bound. Seller No Borrower is not in violation of nor has knowingly caused any Person to violate any term of any agreement or instrument to which it or such Person is a party or by which it may be bound or of its charter, minutes, partnership agreement, operating agreement or bylaws, which violation has or could have a Material Adverse Effect, or of its charter, minutes or bylaw provisions, or of Seller’s operating agreement or partnership agreement, as applicable,.
c. Seller (c) Each Borrower has all requisite power and authority to enter into and perform this Agreement and the other Loan Documents and to incur the obligations herein provided for, and has taken all proper and necessary corporate action to authorize the execution, delivery and performance of this Agreement, Agreement and the other Transaction Documents as applicableLoan Documents.
d. (d) This Agreement Agreement, the Revolving Credit Note, the Term Note and all of the other Transaction DocumentsLoan Documents required to be executed and delivered by Borrower hereunder, when delivered, will be valid and binding upon Seller, all Borrowers a party thereto and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principlesterms.
Appears in 1 contract
Samples: Loan and Security Agreement (Healthessentials Solutions Inc)
Organization and Validity. a. Seller Borrower (i) is a corporation or limited liability company (as designated in the first paragraph of this Agreement)corporation, duly organized and validly existing and in good standing under the laws of the state State of incorporation or organization, as applicable, designated in the first paragraph of this AgreementDelaware, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not have a Material Adverse Effect. A list of all states and other jurisdictions where Seller Xxxxxxxx is qualified to do business is shown on Schedule 5.1 attached hereto and made part hereof.
b. The To the best of Xxxxxxxx’s knowledge the making and performance of this Agreement and the other Transaction Loan Documents will not violate any law, government rule or regulation, court or administrative order or other such orderRequirement of Law, or the charter, minutes or bylaw provisions of SellerBorrower, or of SellerBorrower’s operating agreement or partnership stockholders agreement, as applicable, or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Seller Borrower is a party, or by which Seller Borrower is bound. Seller Borrower is not in violation of any term of any agreement or instrument to which it is a party or by which it may be bound which violation has or could have a Material Adverse Effect, or of its charter, minutes or bylaw provisions, or of SellerBorrower’s operating agreement or partnership stockholders agreement, as applicable,.
c. Seller Xxxxxxxx has all requisite power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Transaction Loan Documents as applicable.
d. This Agreement Agreement, the Notes to be issued hereunder, and all of the other Transaction Loan Documents, when delivered, will be valid and binding upon SellerBorrower, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
Appears in 1 contract
Organization and Validity. a. Seller Each Loan Party (i) is a corporation or limited liability company (as designated in the first paragraph of this Agreement)company, duly organized and validly existing and in good standing under the laws of the state of incorporation or its organization, as applicable, designated in the first paragraph of this Agreement, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not have a Material Adverse Effect. A list of all states and other jurisdictions where Seller each Loan Party is qualified to do business on the Closing Date is shown on Schedule 5.1 “5.1” attached hereto and made part hereof.
b. The making and performance of this Agreement and the other Transaction Loan Documents and consummation of the Acquisition will not (i) violate any lawRequirement of Law or decree, government rule award, injunction, judgment by which such Loan Party is bound, (ii) violate the Organizational Documents of any Loan Party, (iii) cause or regulationresult in the imposition or creation of any lien upon any property of any Loan Party, court or administrative order or other such order, or the charter, minutes or bylaw provisions of Seller, or of Seller’s operating agreement or partnership agreement, as applicable, (iv) or violate or result in a default or breach (immediately or with the passage of time) under any contract, agreement agreement, indenture or instrument to which Seller such Loan Party is a party, or by which Seller such Loan Party is bound, including the Material Agreements. Seller No Loan Party is not in violation of any term of any agreement contract, agreement, indenture or instrument to which it is a party or by which it may be bound which violation has or could have a Material Adverse Effect, or of its charter, minutes or bylaw provisions, or of Seller’s operating agreement or partnership agreement, as applicable,Organizational Documents.
c. Seller Each Loan Party has all requisite power and authority to enter into and perform this Agreement and each other Loan Document to which it is party and to incur the obligations herein and therein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Transaction Loan Documents as applicable.
d. This Agreement Agreement, the Term Loan Note to be issued hereunder, and all of the other Transaction Loan Documents, when delivered, will be valid and binding upon Sellereach Loan Party, as applicable, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
Appears in 1 contract
Organization and Validity. a. Seller (ia) Each Borrower is duly organized as either a partnership, corporation or limited liability company (as designated in the first paragraph of this Agreement), duly organized and validly existing and in good standing under the laws of the its state of organization, incorporation or organizationformation, as applicable, designated in the first paragraph of this Agreement, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and and, to the extent applicable, in good standing and has lawful power and authority to engage in the business it conducts in each state and other jurisdiction where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could would not have a Material Adverse Effectmaterial adverse effect on such Borrower's business, financial condition, Property or prospects. A list of all states and other jurisdictions where Seller each Borrower is qualified to do business is shown on Schedule 5.1 attached hereto as SCHEDULE 2 and made a part hereof.
b. (b) The making and performance of this Agreement and the other Transaction Documents related agreements, and each document required by any Section hereof will not violate any law, government rule or regulation, court or administrative order or other such order, or the charter, minutes minutes, partnership agreement, operating agreement or bylaw provisions of Seller, or of Seller’s operating agreement or partnership agreement, as applicable, or any Borrower violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Seller Borrower is a party, or by which Seller a Borrower is bound. Seller No Borrower is not in violation of nor has knowingly caused any Person to violate any term of any agreement or instrument to which it or such Person is a party or by which it may be bound which violation has or could have a Material Adverse Effect, or of its charter, minutes or bylaw provisionsminutes, or of Seller’s partnership agreement, operating agreement or partnership agreementbylaws, as applicable,which violation could have a material adverse effect on any Borrower's business, financial condition, Property or prospects.
c. Seller (c) Each Borrower has all requisite power and authority to enter into and perform this Agreement and the other Loan Documents and to incur the obligations herein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, Agreement and the other Transaction Documents as applicableLoan Documents.
d. (d) This Agreement Agreement, the Revolving Credit Note and all of the other Transaction DocumentsLoan Documents required to be executed and delivered by any Borrower(s) hereunder, when delivered, will be valid and binding upon Seller, all such Borrowers a party thereto and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principlesterms.
Appears in 1 contract
Organization and Validity. a. Seller Each Borrower (i) is a corporation or limited liability company (as designated in the first paragraph of this Agreement)company, duly organized and validly existing and in good standing under the laws of the state of incorporation or its organization, as applicable, designated in the first paragraph of this Agreement, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not have a Material Adverse Effect. A list of all states and other jurisdictions where Seller each Borrower is qualified to do business is shown on Schedule 5.1 ”5.1” attached hereto and made part hereof.
b. The making and performance of this Agreement and the other Transaction Loan Documents will not (i) violate any lawRequirement of Law or decree, government rule award, injunction, judgment by which such Borrower is bound, (ii) violate the Organizational Documents of any Borrower, (iii) cause or regulation, court result in the imposition or administrative order or other such ordercreation of any Lien upon any property of any Borrower, or the charter, minutes or bylaw provisions of Seller, or of Seller’s operating agreement or partnership agreement, as applicable, or (iv) violate or result in a default or breach (immediately or with the passage of time) under any contract, agreement agreement, indenture or instrument to which Seller such Borrower is a party, or by which Seller such Borrower is bound. Seller No Borrower is not in violation of any term of any agreement contract, agreement, indenture or instrument to which it is a party or by which it may be bound which violation has or could have a Material Adverse Effect, or of its charter, minutes or bylaw provisions, or of Seller’s operating agreement or partnership agreement, as applicable,Organizational Documents.
c. Seller Each Borrower has all requisite power and authority to enter into and perform this Agreement and each other Loan Document to which it is party and to incur the obligations herein and therein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Transaction Loan Documents as applicable.
d. This Agreement Agreement, the Note to be issued hereunder, and all of the other Transaction Loan Documents, when delivered, will be valid and binding upon Sellereach Borrower, as applicable, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
Appears in 1 contract
Samples: Loan and Security Agreement (Amerinac Holding Corp.)
Organization and Validity.
a. Seller (i) Each Borrower is a corporation or limited liability company (as designated in the first paragraph of this Agreement)company, duly organized formed and validly existing and in good standing under the laws of the its state of incorporation or organization, as applicable, designated in the first paragraph of this Agreement, formation. Each Borrower (iii) has the appropriate power and authority to operate its business and to own its Property and (iiiii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in (x) each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not reasonably be expected to have a Material Adverse EffectEffect and (y) its state of formation. A list of all states and other jurisdictions where Seller is qualified to do business is shown on Schedule 5.1 attached hereto and made part hereof.
b. The making and performance of this Agreement Agreement, the other Loan Documents, the Axxum Acquisition, the Cloudburst Acquisition and the documents evidencing the acquisition of any other Transaction Documents Borrower will not (i) violate any law, government rule or regulation, court or administrative order or other such order, or the charterBorrower’s organizational documents (including, minutes if applicable, any articles of incorporation, certificate of incorporation, bylaws, articles of organization, limited liability company agreement or bylaw provisions of Selleroperating agreement), or of Seller’s operating agreement or partnership agreement, as applicable, or (ii) violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Seller Borrower is a party, or by which Seller Borrower is boundbound which violation has or could reasonably be expected to have a Material Adverse Effect. Seller No Borrower is not in violation of any term of any agreement or instrument to which it is a party or by which it may be bound which violation has or could reasonably be expected to have a Material Adverse Effect, or of its charter, minutes or bylaw provisions, or of Seller’s operating agreement or partnership agreement, as applicable,organizational documents.
c. Seller x. Xxxxxxxx has all requisite power and authority to enter into and perform this Agreement and Agreement, to incur the obligations herein provided for, and to effectuate the Cloudburst Acquisition and the acquisition of any other Borrower, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, the other Loan Documents and the documents evidencing the Cloudburst Acquisition and the acquisition of any other Transaction Documents Borrower, as applicable..
d. This Agreement Agreement, the Notes to be issued hereunder, and all of the other Transaction Loan Documents, when delivered, will be valid and binding upon SellerBorrower, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
Appears in 1 contract
Samples: Loan and Security Agreement (Western Acquisition Ventures Corp.)