Proceedings of Borrower. (a) All necessary action on the part of the Credit Parties relating to authorization of the execution and delivery of this Agreement and all related documents and instruments, and the performance of the Obligations of the Credit Parties, hereunder and thereunder has been taken. This Agreement and all related documents and instruments constitute legal, valid and binding obligations of the Credit Parties, as applicable, enforceable in accordance with their respective terms.
Proceedings of Borrower. All necessary action on the part of the Borrower and each of its Subsidiaries relating to authorization of the execution and delivery of this Agreement and all related documents and instruments, and the performance of the Obligations of the Borrower, and each of its Subsidiaries, hereunder and thereunder has been taken. This Agreement and all related documents and instruments constitute legal, valid and binding obligations of Borrower and its Subsidiaries, as applicable, enforceable in accordance with their respective terms. The execution and delivery by the Borrower of this Agreement and all related documents and agreements, and the performance by the Borrower and its Subsidiaries of their respective obligations under this Agreement, the Security Documents and all related documents and agreements will not violate any provision of law or Borrower's or its Subsidiaries' Certificates of Incorporation or By-Laws. The execution, delivery and performance of this Agreement, the Security Documents and all related documents and agreements, and the consummation of the transactions contemplated hereby will not violate, be in conflict with, result in a breach of, or constitute a default under any agreement to which Borrower or its Subsidiaries is a party or by which any of its properties is bound, or any order, writ, injunction, or decree of any court or governmental instrumentality, and will not result in the creation or imposition of any lien, charge or encumbrance upon any of its properties, and do not require the consent or approval of any governmental authority.
Proceedings of Borrower. The Lender shall have received a copy of the resolutions, in form and substance satisfactory to Lender, of the board of directors of Borrower authorizing (i) the execution, delivery and performance of the Loan Documents and (ii) the borrowings contemplated hereunder, certified by the Secretary or any Assistant Secretary of Borrower as of the Closing Date, which certificate shall be in form and substance satisfactory to Lender and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and are in full force and effect.
Proceedings of Borrower. Agent shall have received a copy of the resolutions (in form and substance satisfactory to Agent) of the board of directors, members, managers or other governing body of Borrower authorizing (i) the execution, delivery and performance, of this Agreement, (ii) the consummation of the transactions contemplated hereby, (iii) the borrowings herein provided for, and (iv) the execution, delivery and performance of the Notes and the other documents provided for in this Agreement, all certified by the secretary, manager or other appropriate representative of Borrower as of the date hereof. Such certificate shall state that the resolutions set forth therein have not been amended, modified, revoked or rescinded as of the date hereof.
Proceedings of Borrower. All necessary action on the part of Borrower, including shareholder approval to the extent required, relating to authorization of and the execution and delivery of this Agreement and all related documents and instruments, and the performance of the Obligations of Borrower hereunder and thereunder has been taken. This Agreement and all related documents and instruments constitute legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms. Borrower has no defenses, offsets, claims, or counterclaims with respect to its obligations arising under this Agreement and all related documents and instruments. The execution and delivery by Borrower of this Agreement and all related documents and agreements, and the performance by Borrower of its obligations under this Agreement and all related documents and agreements will not violate any provision of law or Borrower's Certificate of Incorporation or By-laws or organizational or other documents or agreements. The execution, delivery and performance of this Agreement and all related documents and agreements, and the consummation of the transactions contemplated hereby will not violate, be in conflict with, result in a breach of, or constitute a default under any agreement to which Borrower is a party or by which any of its properties are bound, or any order, writ, injunction, or decree of any court or governmental instrumentality, and will not result in the creation or imposition of any lien, charge or encumbrance upon any of its properties.
Proceedings of Borrower. All necessary action on the part of the Borrower, including shareholder approval to the extent required, relating to authorization of the execution and delivery of this Agreement and all related documents and instruments, and the performance of the Obligations of the Borrower hereunder and thereunder has been taken. This Agreement and all related documents and instruments constitute legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar law affecting the rights of creditors generally, and equitable principles. The Borrower has no defenses, offsets, claims, or counterclaims with respect to its obligations arising under this Agreement and all related documents and instruments. The execution and delivery by the Borrower of this Agreement and all related documents and agreements, and the performance by the Borrower of its obligations under this Agreement and all related documents and agreements will not violate any provision of law or either of the Borrower's respective Certificates of Incorporation or By-laws or organizational or other documents or agreements. The execution, delivery and performance of this Agreement and all related documents and agreements, and the consummation of the transactions contemplated hereby will not violate, be in conflict with, result in a breach of, or constitute a default under any agreement to which the Borrower is a party or by which any of its properties is bound, or any order, writ, injunction, or decree of any court or governmental instrumentality, and will not result in the creation or imposition of any lien, charge or encumbrance upon any of its properties except in favor of the Bank. All necessary action on the part of each Eligible Subsidiary, including shareholder approval to the extent required, relating to authorization of the execution and delivery of this Agreement and all related documents and instruments, and the performance of the Obligations of each Eligible Subsidiary hereunder and thereunder has been taken. All documents and instruments related to this Agreement executed by each Eligible Subsidiary respectively constitute legal, valid and binding obligations of such Eligible Subsidiary, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar law affecting the rights of creditors gener...
Proceedings of Borrower. All necessary action on the part of the Borrower, including shareholder approval to the extent required, relating to authorization of the execution and delivery of the Loan Documents, and the performance of the Obligations of the Borrower thereunder has been taken. The Loan Documents constitute legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms. To the best of Borrower's knowledge, after due inquiry, the Borrower has no defenses, offsets, claims, or counterclaims with respect to its obligations arising under the Loan Documents. The execution and delivery by the Borrower of the Loan Documents, and the performance by the Borrower of the Loan Documents, will not violate any provision of law or the Borrower's Certificate of Incorporation or By-laws or organizational or other documents or agreements. The execution, delivery and performance of the Loan Documents, and the consummation of the transactions contemplated thereby will not violate, be in conflict with, result in a breach of, or constitute a default under any agreement to which the Borrower is a party or by which any of its properties is bound, or any order, writ, injunction, or decree of any court or governmental instrumentality, and will not result in the creation or imposition of any lien, charge or encumbrance upon any of its properties.
Proceedings of Borrower. SBRC shall have received a copy of the resolutions in form and substance satisfactory to SBRC and its counsel, of Borrower authorizing (i) the execution, delivery and performance of the Loan Documents and the other documents to be executed and/or delivered by it pursuant hereto or thereto or in connection herewith or therewith, (ii) the borrowings contemplated hereunder and (iii) the granting by it of the security interest contemplated hereby, certified by a duly authorized officer of Borrower as of the Effective Date, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate.
Proceedings of Borrower. Each Bank and Agent shall have received a copy of the resolutions (in form and substance satisfactory to Agent) of the Executive Committee of the Board of Directors of Borrower authorizing the execution, delivery and performance of this Amendment, certified by the Secretary or the Assistant Secretary of Borrower as of the date hereof. Such certificate shall state that the resolutions set forth therein have not been amended, modified, revoked or rescinded as of the effective date of this Amendment.
Proceedings of Borrower. The execution, delivery, and performance of this Agreement and of any related notes, assignments, mortgages, security agreements, guarantees, or other agreements and documents have been duly authorized by all necessary parties. All of the same, when executed and delivered: (1) are or will be valid and enforceable in accordance with their respective terms, (2) will not violate any provision of law or the Borrower's Certificate of Incorporation, Bylaws, or other organizational and governing documents and (3) will not violate, result in a breach of, or constitute a default under any agreement, decree, or order affecting the Borrower or by which any of its properties is bound. No consent or approval of any court or governmental instrumentality is required in connection with the authorization, execution, delivery or performance of this Agreement or any related notes, assignments, mortgages, security agreements, guarantees or other agreements. If requested by the Bank, the Borrower will deliver to the Bank the certificate of its corporate officers or general partners as to the matters described herein, in form and substance satisfactory to the Bank.
