Common use of Authorization, Validity, and Enforceability of this Agreement and the Loan Documents Clause in Contracts

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant the Security Interest. Each Borrower has taken all necessary corporate action (including, without limitation, obtaining approval of its stockholders) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents. No consent, approval or authorization of, or declaration or filing with, any Public Authority, and no consent of any other Person, is required in connection with any Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. This Agreement and the other Loan Documents have been duly executed and delivered by each Borrower and constitutes the legal, valid and binding obligation of each Borrower, enforceable against it in accordance with its terms without defense, setoff, or counterclaim. No Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents does or will conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the Property of such Borrower or any of its Subsidiaries (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any mortgage, lease, agreement, or instrument to which such Borrower or any of its Subsidiaries is a party or which is binding upon it, (b) any judgment, law, statute, rule or governmental regulation applicable to such Borrower or any of its Subsidiaries, or (c) the Certificate or Articles of Incorporation or By-Laws of such Borrower or any of its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each The Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents, to incur the ObligationsLoan Obligations and any other Secured Obligations existing or contemplated as of the date of this Agreement, and to grant the Security Interest. Each The Borrower has taken all necessary corporate action (including, without limitation, obtaining approval of its stockholders) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents. No consent, approval approval, or authorization of, or declaration or filing with, any Public Authority, and no consent of any other Person, is required in connection with any the Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. This Agreement and the other Loan Documents have been duly executed and delivered by each the Borrower and constitutes constitute the legal, valid and binding obligation obligations of each the Borrower, enforceable against it in accordance with its their respective terms without defense, setoff, or counterclaim. No The Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents does or do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the Property of such the Borrower or any of its Subsidiaries (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any mortgage, lease, agreement, or instrument to which such the Borrower or any of its Subsidiaries is a party or which is binding upon it, (b) any judgment, law, statute, rule or governmental regulation applicable to such the Borrower or any of its Subsidiaries, or (c) the Certificate certificate or Articles articles of Incorporation incorporation or By-Laws bylaws of such the Borrower or any of its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Borrower of the Borrowers has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant the Security Interest. Each Borrower of the Borrowers has taken all necessary corporate action (including, without limitation, obtaining approval of its stockholders) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents. No consent, approval approval, or authorization of, or declaration or filing with, any Public Authority, and no consent of any other Person, is required in connection with any Borrower's the Borrowers' execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. This Agreement and the other Loan Documents have been duly executed and delivered by each Borrower of the Borrowers and constitutes constitute the legal, valid and binding obligation obligations of each Borrowerof the Borrowers, enforceable against it them in accordance with its their respective terms without defense, setoff, or counterclaim. No Borrower's The Borrowers' execution, delivery, and performance of this Agreement and the other Loan Documents does or do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the Property of such either Borrower or any of its their Subsidiaries (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any mortgage, lease, agreement, or instrument to which such either Borrower or any of its their Subsidiaries is a party or which is binding upon itthem, (b) any judgment, law, statute, rule or governmental regulation applicable to such either Borrower or any of its their Subsidiaries, or (c) the Certificate certificate or Articles articles of Incorporation incorporation or By-Laws bylaws of such either Borrower or any of its their Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each The Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant the Security Interest. Each The Borrower has taken all necessary corporate action (including, without limitation, obtaining approval of its stockholders) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents. No consent, approval approval, or authorization of, or declaration or filing with, any Public Authority, and no consent of any other Person, is required in connection with any the Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. This Agreement and the other Loan Documents have been duly executed and delivered by each the Borrower and constitutes constitute the legal, valid and binding obligation obligations of each the Borrower, enforceable against it in accordance with its their respective terms without defense, setoff, or counterclaim. No The Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents does or do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the Property of such the Borrower or any of its Subsidiaries (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any mortgage, lease, agreement, or instrument to which such the Borrower or any of its Subsidiaries is a party or which is binding upon it, (b) any judgment, law, statute, rule or governmental regulation applicable to such the Borrower or any of its Subsidiaries, or (c) the Certificate certificate or Articles articles of Incorporation incorporation or By-Laws bylaws of such the Borrower or any of its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each The Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant the Security Interest. Each The Borrower has taken all necessary corporate action (including, without limitation, obtaining approval of its stockholders, if required) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents. No consent, approval approval, or authorization of, or declaration or filing with, any Public Authority, and no consent of any other Person, is required in connection with any the Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. This Agreement and the other Loan Documents have been duly executed and delivered by each the Borrower and constitutes constitute the legal, valid and binding obligation obligations of each the Borrower, enforceable against it the Borrower in accordance with its their respective terms without defense, setoff, or counterclaim. No The Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents does or do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the Property of such the Borrower or any of its Subsidiaries (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any mortgage, lease, agreement, or instrument to which such the Borrower or any of its Subsidiaries is a party or which is binding upon it, (b) any judgment, law, statute, rule or governmental regulation applicable to such the Borrower or any of its Subsidiaries, or (c) the Certificate or Articles of Incorporation or By-Laws Bylaws of such the Borrower or any of its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant the Security Interest. Each Borrower has taken all necessary corporate action (including, without limitation, obtaining approval of its stockholders) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents. No consent, approval approval, or authorization of, or declaration or filing with, any Public Authority, and no consent of any other Person, is required in connection with any Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. This Agreement and the other Loan Documents have been duly executed and delivered by each Borrower and constitutes the legal, valid and binding obligation of each Borrower, enforceable against it in accordance with its terms without defense, setoff, or counterclaim. No Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents does or will conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the Property of such Borrower or any of its Subsidiaries (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any mortgage, lease, agreement, or instrument to which such Borrower or any of its Subsidiaries is a party or which is binding upon it, (b) any judgment, law, statute, rule or governmental regulation applicable to such Borrower or any of its Subsidiaries, or (c) the Certificate or Articles of Incorporation or By-Laws of such Borrower or any of its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each The Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant the Security Interest. Each The Borrower has taken all necessary corporate action (including, without limitation, obtaining approval of its stockholders) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents. No consent, approval approval, or authorization of, or declaration or filing with, any Public Authority, and no consent of any other Person, is required in connection with any the Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. This Agreement and the other Loan Documents have been duly executed and delivered by each the Borrower and constitutes the legal, valid and binding obligation of each the Borrower, enforceable against it in accordance with its terms without defense, setoff, or counterclaim, subject, as to enforcement of remedies, to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy at law, and (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization reconstruction, and other similar laws affecting enforcement of creditors' rights generally (insofar as any such law relates to the bankruptcy, insolvency, or similar event of the Borrower). No The Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents does or do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the Property of such the Borrower or any of its Subsidiaries (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any mortgage, lease, agreement, or instrument to which such the Borrower or any of its Subsidiaries is a party or which is binding upon it, (b) any judgment, law, statute, rule or governmental regulation applicable to such the Borrower or any of its Subsidiaries, or (c) the Certificate or Articles of Incorporation or By-Laws of such the Borrower or any of its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Borrower has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents, to incur the Obligations, and to grant the Security Interest. Each Borrower has taken all necessary corporate action (including, without limitation, obtaining approval of its stockholders) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents. No consent, approval approval, or authorization of, or declaration or filing with, any Public Authority, and no consent of any other Person, is required in connection with any either Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents, except for those already duly obtained. This Agreement and the other Loan Documents have been duly executed and delivered by each Borrower and constitutes constitute the legal, valid and binding obligation of each Borrower, enforceable against it in accordance with its terms without defense, setoff, or counterclaim. No Borrower's The Borrowers' execution, delivery, and performance of this Agreement and the other Loan Documents does or do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the Property of such either Borrower or any of its Subsidiaries (except as contemplated by this Agreement and the other Loan Documents) by reason of the terms of (a) any mortgage, lease, agreement, or instrument to which such Borrower or any of its Subsidiaries is a party or which is binding upon it, (b) any judgment, law, statute, rule or governmental regulation applicable to such Borrower or any of its Subsidiaries, or (c) the Certificate or Articles of Incorporation or By-Laws of such Borrower or any of its Subsidiaries.