Corporate or Other Power. Each Company Party has the requisite power and authority to execute, deliver, carry out and perform its obligations under this Agreement and all other Investment Documents to which it is a party, including, without limitation, the power and authority to issue, sell and deliver the Securities to be issued and sold by it to the Purchaser hereunder.
Corporate or Other Power. The Company is duly organized and validly existing in good standing as a limited liability company under the laws of the Commonwealth of Pennsylvania. The Company has the requisite power and authority to execute, deliver, carry out, and perform its obligations under each Transaction Document to which it is a party, including, without limitation, the power and authority to sell, assign, transfer and deliver the Subject Interests to the Purchaser as contemplated hereunder.
Corporate or Other Power. Each Borrower Party has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and all other Loan Documents to be executed and delivered in connection herewith which it is or will be a party, including, with respect to the Borrower, the power and authority to amend and restate the Existing Loan Agreement.
Corporate or Other Power. Each Borrower has the requisite power and authority to execute, deliver and perform their respective obligations under this Agreement and all other Investment Documents to which it is a party, including, without limitation, the power and authority to issue, sell, and deliver the Note to be issued and sold by such Borrower to the Purchaser hereunder and grant the security interests as set forth herein and in the applicable Collateral Documents.
Corporate or Other Power. The Purchaser has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and each other Investment Documents to which it is a party.
Corporate or Other Power. Each Catalina Entity has the requisite power and authority to execute, deliver, carry out and perform its obligations under this Agreement and all other Transaction Documents to which it is a party, including, without limitation, with respect to the Company, the power and authority to issue, sell and deliver the Shares to be issued and sold by it to the Purchaser hereunder.
Corporate or Other Power. The Company and each Guarantor have the requisite power and authority to execute, deliver, carry out and perform their respective obligations under this Agreement and all other Investment Documents to which they are a party, including, without limitation, the power and authority to issue, sell and deliver the Note to be issued and sold by the Company to the Purchaser hereunder and grant the security interests and guaranty the obligations as set forth herein.
Corporate or Other Power. Lender has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions hereto. All action on Lender’s part required for the lawful execution and delivery of this Agreement have been taken. This Agreement, Note and Warrant are the legal, valid and binding obligations of Lender, enforceable against Lender in accordance with their respective terms. Lender’s performance hereunder shall not constitute a breach of any agreement to which Lender is a party. Knowledge and Experience. Lender has such knowledge and experience in financial and business matters, including investments in other emerging growth companies that such individual or entity is capable of evaluating the merits and risks of the investment in the Note and Warrant and their underlying securities (collectively, the “Securities”) and it is able to bear the economic risk of such investment. Lender has a pre-existing relationship with Borrower and/or several of its executive officers going back several or more years. Lender is an “accredited” investor as that term is defined under Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Further, Lender has such knowledge and experience in financial and business matters that such investor is capable of utilizing the information made available in connection with the offering of the Securities, of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect to the Securities. No Public Market. Lender is aware that there is currently no public market for the Securities. There is no guarantee that a public market will develop at any time in the future. Lender understands that the Securities are all unregistered and may not presently be sold. Lender understands that the Securities cannot be readily sold or liquidated in case of an emergency or other financial need. Bad Actor Disqualification. Lender represents that neither Lender, nor any person or entity with whom Lender shares beneficial ownership of the Securities, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act, attached hereto as Annex I.
Corporate or Other Power. Borrower and its subsidiaries have the corporate power and authority to own its properties and assets and to carry on its business as now being conducted, and has the corporate power and authority to execute and perform this Loan Agreement, to borrow hereunder and to execute and deliver this Agreement and all other certificates, instruments and documents with respect to the indebtedness of the Borrower hereunder.
Corporate or Other Power. Sellers have all requisite corporate or other power and authority to own, operate and lease their assets, to carry on their business as and where such is currently conducted, to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by the Sellers pursuant hereto (including the Other Transaction Documents) and to carry out the transactions contemplated hereby and thereby.
