Common use of Authorization; Enforceability; Required Consents Clause in Contracts

Authorization; Enforceability; Required Consents. Absence of Conflicts. The Borrower and each Subsidiary has the power, and has -------------------- taken all necessary action (including, if a corporation, any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder in the unused amount of the Commitment. This Agreement has been, and each of the other Loan Documents to which the Borrower or any Subsidiary is a party when delivered to the Bank will have been, duly executed and delivered by the Borrower and each Subsidiary #90068563. that is a party thereto and is, or when so delivered will be, a legal, valid and binding obligation of such Loan Party, enforceable against 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. The execution, delivery and performance in accordance with their respective terms by the Borrower and the Subsidiaries of the Loan Documents to which they are parties, and each borrowing hereunder, whether or not in the amount of the unused Commitment, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of any Subsidiary or any consent or approval of the stockholders of the Borrower or any Subsidiary, other than Governmental Approvals and other consents and approvals that have been obtained, are final and not subject to review on appeal or to collateral attack, are in full force and effect and, in the case of any such required under any Applicable Law or Contract as in effect on the Agreement Date, are listed on Schedule 3.3, or (b) ------------ violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower or any Subsidiary under, (i) any Contract to which the Borrower or any Subsidiary is a party or by which the Borrower or any Subsidiary or any of #90068563. their respective properties may be bound or (ii) any Applicable Law.

Authorization; Enforceability; Required Consents. Absence of ------------------------------------------------------------ Conflicts. --------- The Borrower and each Subsidiary Loan Party has the power, and has -------------------- taken all necessary action (including, if a corporation, any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder in the unused amount of the CommitmentCommitments and to have Letters of Credit issued for its accounts in an amount not exceeding the LC Sublimit. This Agreement has been, and each of the other Loan Documents to which the Borrower or any Subsidiary Loan Party is a party when delivered to the Bank Administrative Agent will have been, duly executed and delivered by the Borrower and each Subsidiary #90068563. Loan Party that is a party thereto and is, or when so delivered will be, a legal, valid and binding obligation of such Loan Party, enforceable against 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. The execution, delivery and performance in accordance with their respective terms by the Borrower and the Subsidiaries Loan Parties of the Loan Documents to which they are parties, and each borrowing hereunder, whether or not in the amount of the unused CommitmentCommitments and the issuance of each Letter of Credit hereunder, whether or not up to the LC Sublimit, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval Approval, Governmental Registration or any other consent or approval, including any consent or approval of any Subsidiary or any consent or approval of the stockholders or partners, as the case may be, of the Borrower or any SubsidiaryLoan Party, other than Governmental Approvals Approvals, Governmental Registrations and other consents and approvals that have been obtained, are final and not subject to review on appeal or to collateral attack, are in full force and effect and, in the case of any such required under any Applicable Law or Contract as in effect on the Agreement Date, are listed on Schedule 3.3, 3.03 or ------------- (b) ------------ violate, conflict with, result in a breach of, constitute a default under, under or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower or any Subsidiary under, Affiliate under (i) any Contract to which the Borrower or any Subsidiary Affiliate is a party or by which the Borrower or any Subsidiary Affiliate or any of #90068563. their respective properties may be bound or (ii) any Applicable Law.

Authorization; Enforceability; Required Consents. Absence of ------------------------------------------------------------ Conflicts. --------- The Borrower and each Subsidiary Guarantor has the power, and has -------------------- taken all necessary action (including, if a corporation, any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder in the unused amount of the CommitmentCommitments. This Agreement has been, and each of the other Loan Documents to which the Borrower or any Subsidiary Guarantor is a party when delivered to the Bank Agent will have been, duly executed and delivered by the Borrower and each Subsidiary #90068563. Guarantor that is a party thereto and is, or when so delivered will be, a legal, valid and binding obligation of such Loan Party, enforceable against 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. The execution, delivery and performance in accordance with their respective terms by the Borrower and the Subsidiaries Guarantors of the Loan Documents to which they are parties, and each borrowing hereunder, whether or not in the amount of the unused CommitmentCommitments, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of any Subsidiary or any consent or approval of the stockholders or partners, as the case may be, of the Borrower or any SubsidiaryGuarantor, other than Governmental Approvals and other consents and approvals that have been obtained, are final and not subject to review on appeal or to collateral attack, are in full force and effect and, in the case of any such required under any Applicable Law or Contract as in effect on the Restated Agreement Date, are listed on Schedule 3.33.03, or (b) ------------ violate, ------------- conflict with, result in a breach of, constitute a default under, under or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower or any Subsidiary Guarantor under, (i) any Contract to which the Borrower or any Subsidiary Guarantor is a party or by which the Borrower or any Subsidiary Guarantor or any of #90068563. their respective properties may be bound or (ii) any Applicable Law.

Authorization; Enforceability; Required Consents. Absence of ------------------------------------------------------------ Conflicts; Acquisition Documents. The Borrower and each Subsidiary Each of the Loan Parties has the power, and -------------------------------- has -------------------- taken all necessary action (including, if a corporation, any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and, in the case of the BorrowerCompany, to borrow hereunder in the unused amount of the Commitmentunused Commitments and, in the case of Xpedite UK, to borrow hereunder in the amount of the Sterling Sub- limit. This Agreement has been, and each of the other Loan Documents to which the Borrower or any Subsidiary is a party when delivered to the Bank Administrative Agent will have been, duly executed and delivered by each of the Borrower and each Subsidiary #90068563. that is a party thereto Loan Parties and is, or when so delivered will be, a legal, valid and binding obligation of each such Loan PartyPerson, enforceable against 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 generallygenerally and by general principles of equity. The execution, delivery and performance in accordance with their respective terms by the Borrower and the Subsidiaries each Loan Party of the Loan Documents to which they are partiesDocuments, and each borrowing hereunder, whether or not in the amount of the unused CommitmentCommitments, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of any Subsidiary or any consent or approval of the stockholders of the Borrower any such Person, to have been obtained or any SubsidiaryGovernmental Registration to have been made, by any such Person, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtainedobtained or made, as the case may be, are final and not subject to review on appeal or to collateral attack, are in full force and effect and, in the case of any such required under any Applicable Law or Contract as in effect on the Agreement Date, are listed on Schedule 3.33.03, or (b) ------------ ------------- violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower any such Person or any Subsidiary under, (i) any Contract to which the Borrower any such Person or any Subsidiary is a party or by which the Borrower any such Person or any Subsidiary or any of #90068563. their respective properties may be bound or (ii) any Applicable LawLaw binding on such Person. There are no material agreements to which the Company or any Subsidiary is a party relating to the Acquisitions, other than the Acquisition Documents.

Authorization; Enforceability; Required Consents. Absence of Conflicts. The Borrower and each Subsidiary has the power, and has -------------------- taken all necessary -------------------- action (including, if a corporation, any necessary stockholder actionaction by its partners or any committee of representatives of its partners) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and, in the case of the Borrower, and to borrow hereunder in the unused amount of the CommitmentCommitments. This Agreement has been, and each of the other Loan Documents to which the Borrower or any Subsidiary is a party when delivered to the Bank Administrative Agent will have been, duly executed and delivered by the Borrower and each Subsidiary #90068563. that is a party thereto and is, or when so delivered will be, a legal, valid and binding obligation of such Loan Partythe Borrower, enforceable against such Loan Party the 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 generallygenerally and by equitable principles. The execution, delivery and performance in accordance with their respective terms by the Borrower and the Subsidiaries of the Loan Documents to which they are partiesDocuments, and each borrowing hereunder, whether or not including a borrowing in the amount of the unused CommitmentCommitments, do not and (absent any change in any Applicable Law or applicable ContractContract to which the Borrower is a party or by which the Borrower or any of its properties may be bound) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of any Subsidiary or any consent or approval the partners of the stockholders of the Borrower or any SubsidiaryBorrower, other than Governmental Approvals and other consents and approvals that have been obtained, are final and not subject to review on appeal or to collateral attack, are in full force and effect and, in the case of any such required under any Applicable Law or under any Contract to which the Borrower is a party or by which the Borrower or any of its properties may be bound, in each case as in effect on the Agreement Date, are listed on Schedule 3.3-------- 3.02, or (b) ------------ violate, conflict with, result in a breach of, constitute a default ---- under, or result in or require the creation of any Lien (lien or other than the Security Interest) encumbrance upon any assets of the Borrower or any Subsidiary under, (i) any Contract to which the Borrower or any Subsidiary is a party or by which the Borrower or any Subsidiary or any of #90068563. their respective its properties may be bound or (ii) any Applicable Law.

Authorization; Enforceability; Required Consents. Absence of ------------------------------------------------------------ Conflicts. The Borrower and each Subsidiary --------- Each of the Loan Parties has the power, and has -------------------- taken all necessary action (including, if a corporation, any necessary stockholder action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Loan Documents to which it is a party and, in the case of the BorrowerCompany, to borrow hereunder in the unused amount of the Commitmentunused Commitments and, in the case of Xpedite UK, to borrow hereunder in the amount of the Sterling Sub-limit. This Agreement has been, and each of the other Loan Documents to which the Borrower or any Subsidiary is a party when delivered to the Bank Administrative Agent will have been, duly executed and delivered by each of the Borrower and each Subsidiary #90068563. that is a party thereto Loan Parties and is, or when so delivered will be, a legal, valid and binding obligation of each such Loan PartyPerson, enforceable against 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 generallygenerally and by general principles of equity. The execution, delivery and performance in accordance with their respective terms by the Borrower and the Subsidiaries each Loan Party of the Loan Documents to which they are partiesDocuments, and each borrowing hereunder, whether or not in the amount of the unused CommitmentCommitments, do not and (absent any change in any Applicable Law or applicable Contract) will not (a) require any Governmental Approval or any other consent or approval, including any consent or approval of any Subsidiary or any consent or approval of the stockholders of the Borrower any such Person, to have been obtained or any SubsidiaryGovernmental Registration to have been made, by any such Person, other than Governmental Approvals and other consents and approvals and Governmental Registrations that have been obtainedobtained or made, as the case may be, are final and not subject to review on appeal or to collateral attack, are in full force and effect and, in the case of any such required under any Applicable Law or Contract as in effect on the Restated Agreement Date, are listed on Schedule 3.3-------- 3.03, or (b) ------------ violate, conflict with, result in a breach of, constitute a default ---- under, or result in or require the creation of any Lien (other than the Security Interest) upon any assets of the Borrower any such Person or any Subsidiary under, (i) any Contract to which the Borrower any such Person or any Subsidiary is a party or by which the Borrower any such Person or any Subsidiary or any of #90068563. their respective properties may be bound or (ii) any Applicable LawLaw binding on such Person.