Partnership Power. Seller has all requisite legal and partnership power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.
Partnership Power. AUTHORIZATION, ENFORCEABLE OBLIGATIONS Guarantor has the partnership power, authority and legal right to execute, deliver and perform this Guaranty and all obligations required hereunder and has taken all necessary partnership action to authorize its Guaranty hereunder on the terms and conditions hereof and its execution, delivery and performance of this Guaranty and all obligations required hereunder. No consent of any other Person including, without limitation, partners and creditors of Guarantor, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by Guarantor in connection with this Guaranty or the execution, delivery, performance, validity or enforceability of this Guaranty and all obligations required hereunder. This Guaranty has been, and each instrument or document required hereunder
Partnership Power. AUTHORIZATION, ENFORCEABLE OBLIGATIONS Guarantor has the partnership power, authority and legal right to execute, deliver and perform this Guaranty and all obligations required hereunder and has taken all necessary partnership action to authorize its Guaranty hereunder on the terms and conditions hereof and its execution, delivery and performance of this Guaranty and all obligations required hereunder. No consent of any other Person including, without limitation, partners and creditors of Guarantor, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by Guarantor in connection with this Guaranty or the execution, delivery, performance, validity or enforceability of this Guaranty and all obligations required hereunder. This Guaranty has been, and each instrument or document required hereunder will be, executed and delivered by a duly authorized officer of the Huntway Division of Reprise Holdings, Inc., the sole general partner of Guarantor, and this Guaranty constitutes, and each instrument or document required hereunder when executed and delivered hereunder will constitute, the legally valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms.
Partnership Power. Each of the Purchasers has all requisite limited partnership power and authority to enter into and deliver this Agreement and the Registration Rights Agreement, and to perform its obligations hereunder and thereunder.
Partnership Power. The execution, delivery, and performance by Brazos of this Facilities Lease and the consummation of the transactions contemplated hereby are within Brazos's partnership powers, have been duly authorized by all necessary partnership action, do not contravene Brazos's agreement of limited partnership or any law or any contractual restriction binding on or affecting Brazos, and will not result in or require the creation or imposition of any lien not contemplated by this Facilities Lease or the Credit Agreement.
Partnership Power. The execution, delivery, and performance by the Borrower of this Agreement, the Note, and the other Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) are within the Borrower's partnership powers, (b) have been duly authorized by all necessary partnership action, (c) do not contravene (i) the Borrower's agreement of limited partnership or (ii) any law or any contractual restriction binding on or affecting the Borrower except where such contravention could not reasonably be expected to cause a Material Adverse Change, and (d) will not result in or require the creation or imposition of any Lien prohibited by this Agreement. At the time of each Borrowing, such Borrowing and the use of the proceeds of such Borrowing (w) will be within the Borrower's partnership powers, (x) will have been duly authorized by all necessary partnership action, (y) will not contravene (i) the Borrower's agreement of limited partnership or (ii) any law or any contractual restriction binding on or affecting the Borrower except where such contravention could not reasonably be expected to cause a Material Adverse Change, and (z) will not result in or require the creation or imposition of any Lien prohibited by this Agreement.
Partnership Power. The general partner of the Guarantor has all necessary power and authority to enter into and perform the obligations of the Guarantor under this Guarantee, to own and operate its properties and to carry on its business as now conducted or as herein contemplated.
Partnership Power. The general partner of the Debtor has all necessary power and authority to enter into and perform the obligations of the Debtor under this Agreement, to own and operate its properties and to carry on its business as now conducted or as herein contemplated.
Partnership Power. PURCHASER has all requisite partnership power and authority to carry on its business as presently conducted, to enter into the AGREEMENT, and, subject to the provisions of subsection 27(b) below, to purchase or exchange the PROPERTY on the terms described in the AGREEMENT and to perform its other obligations under the AGREEMENT. The consummation of the transactions contemplated by the AGREEMENT will not violate, nor be in conflict with, (i) any provision of its formation and governing documents or (ii) any agreement or instrument to which it is a party or is bound.
Partnership Power. Each of Jamestown and Clear Creek has all required power and authority to own its properties and to carry on its business as presently conducted and as proposed to be conducted. Each Securityholder has all required power and authority to execute and deliver this Agreement and to carry out the transactions contemplated by this Agreement.
