Common use of Due Authorization; No Legal Restrictions Clause in Contracts

Due Authorization; No Legal Restrictions. The execution and delivery by Guarantor of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite corporate or company action of Guarantor, as applicable, (b) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statute, law, rule, regulation or ordinance or Guarantor’s Articles of Incorporation, By-Laws, Articles of Formation, Operating Agreement or any indenture, mortgage, loan or credit agreement or instrument to which Guarantor is a party or by which it may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Guarantor under the terms or provisions of any such agreement or instrument, except liens in favor of Bank.

Due Authorization; No Legal Restrictions. The execution and delivery by Guarantor Borrowers of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (ai) have been duly authorized by all requisite corporate or company action of Guarantor, as applicableeach Borrower, (bii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statute, law, rule, regulation or ordinance or Guarantor’s any Borrower's Certificate or Articles of Incorporation, Incorporation or By-Laws, Articles of Formation, Operating Agreement or any indenture, mortgage, loan or credit agreement or instrument to which Guarantor any Borrower is a party or by which it any of them may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (ciii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Guarantor any Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of BankBank or the Permitted Liens.

Due Authorization; No Legal Restrictions. The execution and delivery by Guarantor Obligor of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite corporate or company action of Guarantor, as applicableObligor, (b) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statute, law, rule, regulation or ordinance or Guarantor’s Obligor's Certificates or Articles of Incorporation, Incorporation or By-Laws, Articles of Formation, Operating Agreement Laws or any indenture, mortgage, loan or credit agreement or instrument to which Guarantor Obligor is a party or by which it may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Guarantor Obligor under the terms or provisions of any such agreement or instrument, except liens in favor of BankLender.

Due Authorization; No Legal Restrictions. The execution and delivery by Guarantor Borrowers of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite corporate or company action of Guarantor, as applicableeach Borrower, (b) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statute, law, rule, regulation or ordinance or Guarantor’s any Borrower's Certificate or Articles of Incorporation, Incorporation or By-Lawslaws, Articles of Formation, Operating Agreement or any indenture, mortgage, loan or credit agreement or instrument to which Guarantor any Borrower is a party or by which it may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Guarantor any Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Bank.

Due Authorization; No Legal Restrictions. The execution and delivery by Guarantor Borrower of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment and compliance by Borrower with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite corporate or company action of Guarantor, as applicable, Borrower; (b) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statute, law, rule, regulation or ordinance or Guarantor’s Articles Borrower's Certificate of Incorporation, Incorporation or By-Laws, Articles of Formation, Operating Agreement Laws or any indenture, mortgage, loan or credit agreement or instrument to which Guarantor Borrower is a party or by which it Borrower may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, ; and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Guarantor Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Bank.

Due Authorization; No Legal Restrictions. The execution and delivery by Guarantor Borrower of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite corporate or company action of Guarantor, as applicableby Borrower, (b) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of (i) any applicable statute, law, rule, regulation or ordinance ordinance, (ii) Borrower's Certificate of Incorporation or Guarantor’s Articles of IncorporationBylaws, By-Laws, Articles of Formation, Operating Agreement or (iii) any indenture, mortgage, loan or credit agreement or instrument to which Guarantor Borrower is a party or by which it may be bound or affected, or (iv) any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Guarantor Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Bank.

Due Authorization; No Legal Restrictions. The execution and delivery by Guarantor Borrowers of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite corporate or company action of Guarantor, as applicableeach Borrower, (b) will not conflict with or result in a breach of, or constitute a default (or mightwould, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statute, law, rule, regulation or ordinance or Guarantor’s any Borrower's Certificates or Articles of Incorporation, Incorporation or By-Laws, Articles of Formation, Operating Agreement Laws or any indenture, mortgage, loan or credit agreement or instrument to which Guarantor any Borrower is a party or by which it any Borrower may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Guarantor any Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Bank.

Due Authorization; No Legal Restrictions. The execution and delivery by Guarantor Borrower and Guarantors of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite corporate or company action of Guarantor, as applicableBorrower and Guarantors, (b) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statute, law, rule, regulation or ordinance or Borrower's or any Guarantor’s 's Certificates or Articles of Incorporation, Incorporation or By-Laws, Articles of Formation, Operating Agreement Laws or any indenture, mortgage, loan or credit agreement or instrument to which Borrower or any Guarantor is a party or by which it any of them may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower or any Guarantor under the terms or provisions of any such agreement or instrument, except liens in favor of BankLender.

Due Authorization; No Legal Restrictions. The execution and delivery by Guarantor Obligors of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite corporate or company action of Guarantor, as applicableeach Obligor, (b) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statute, law, rule, regulation or ordinance or Guarantor’s any Obligor's Certificate or Articles of Incorporation, By-Laws, Articles of Formationpartnership agreement, Operating Agreement operating agreement or other governing agreements, or any indenture, mortgage, loan or credit agreement or instrument to which Guarantor any Obligor is a party or by which it any of them may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Guarantor any Obligor under the terms or provisions of any such agreement or instrument, except liens in favor of Agent for the pro rata benefit of Lenders and Issuing Bank.

Due Authorization; No Legal Restrictions. Borrower and Guarantor each has the power and authority under the laws of the jurisdiction of its formation and under its organizational documents, to enter into and perform the Credit Documents and other agreements and documents required hereunder and to which it is a party. The execution and delivery by Borrower and Guarantor of the Loan DocumentsCredit Documents to which each is a party, the consummation of the transactions contemplated by the Loan Credit Documents and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Credit Documents: (a) have been duly authorized by all requisite corporate or company action of GuarantorBorrower and Guarantor and their directors, as applicableshareholders, members or equivalent; (b) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statute, law, rule, regulation or ordinance or Borrower's or Guarantor’s Articles of Incorporation's organizational documents, By-Laws, Articles of Formation, Operating Agreement or any indenture, mortgage, loan or credit agreement or instrument to which Borrower or Guarantor is a party or by which it may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, in each case where such breach would reasonably be expected to have a Material Adverse Effect; and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Guarantor Collateral under the terms or provisions of any such agreement or instrument, except liens in favor of Bank.

Due Authorization; No Legal Restrictions. The execution and delivery by Guarantor Borrowers of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (ai) have been duly authorized by all requisite corporate or company action of Guarantor, as applicableBorrowers, (bii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statute, law, rule, regulation or ordinance or Guarantor’s any Borrower's Certificates or Articles of Incorporation, Incorporation or By-Laws, Articles of Formation, Operating Agreement Laws or any indenture, mortgage, loan or credit agreement or instrument to which Guarantor any Borrower is a party or by which it may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (ciii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Guarantor any Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Bank.

Due Authorization; No Legal Restrictions. The execution and delivery by Guarantor each Borrower of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment of and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite corporate or company action of Guarantor, as applicableeach Borrower, (b) will not conflict with or result in a breach of, or constitute a default (or mightwill, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statute, law, rule, regulation or ordinance ordinance, or Guarantor’s Articles any Borrower's certificate or articles of Incorporation, Byincorporation or by-Laws, Articles of Formation, Operating Agreement laws or any indenture, mortgage, loan or credit agreement or instrument to which Guarantor any Borrower is a party or by which it any of them may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Guarantor any Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Bank.

Due Authorization; No Legal Restrictions. The execution and delivery by Guarantor of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite corporate or company action of Guarantor, as applicable, (b) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statute, law, rule, regulation or ordinance or Guarantor’s Certificates or Articles of Incorporation, Incorporation or By-Laws, Articles of Formation, Operating Agreement Laws or any indenture, mortgage, loan or credit agreement or instrument to which Guarantor is a party or by which it may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Guarantor under the terms or provisions of any such agreement or instrument, except liens in favor of Bank.

Due Authorization; No Legal Restrictions. The execution and delivery by Guarantor Borrower of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have has been duly authorized by all requisite corporate or company action of Guarantor, as applicable, Borrower; (b) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statute, law, rule, regulation or ordinance or Guarantor’s Borrower's Certificate or Articles of Incorporation, Incorporation or By-Laws, Articles of Formation, Operating Agreement Laws or any indenture, mortgage, loan or credit agreement or instrument to which Guarantor Borrower is a party or by which it Borrower may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, ; and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Guarantor Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Bank.

Due Authorization; No Legal Restrictions. The execution and delivery by Guarantor Obligors of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite corporate or company action of Guarantor, as applicableeach Obligor, (b) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statute, law, rule, regulation or ordinance or Guarantor’s any Obligor's Certificate or Articles of Incorporation, Incorporation or By-Laws, Articles of Formation, Operating Agreement Laws or any indenture, mortgage, loan or credit agreement or instrument to which Guarantor any Obligor is a party or by which it any of them may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Guarantor any Obligor under the terms or provisions of any such agreement or instrument, except liens in favor of Bank.