Common use of Enforceable Obligations; Authorization Clause in Contracts

Enforceable Obligations; Authorization. The Loan Documents are legal, valid and binding obligations of the Parties, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other similar laws and judicial decisions affecting creditors' rights generally and by general equitable principles. The execution, delivery and performance of the Loan Documents (a) have all been duly authorized by all necessary corporate action; (b) are within the corporate power and authority of the Parties; (c) do not and will not contravene or violate any Legal Requirement applicable to the Parties or the Organizational Documents of the Parties, the contravention or violation of which could have a Material Adverse Effect on the business, condition (financial or otherwise), operations or Properties of the Borrower or any other Party; (d) do not and will not result in the breach of, or constitute a default under, any agreement or instrument by which the Parties or any of their respective Property may be bound or affected which breach or default could reasonably be expected to cause a Material Adverse Effect, and (e) do not and will not result in the creation of any Lien upon any Property of any of the Parties, except in favour of the Lender or as expressly contemplated therein. All necessary permits, registrations and consents for such making and performance have been obtained. Except as otherwise expressly stated in the Security Agreements, the Liens created under the Security Agreements constitute valid and perfected first and prior Liens on the Property described therein, subject to no other Liens whatsoever.

Enforceable Obligations; Authorization. The Loan Documents are legal, valid and binding obligations of the PartiesParties and, where applicable, the Authority, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other similar laws and judicial decisions affecting creditors' rights generally and by general equitable principles. The execution, delivery and performance of the Loan Documents (a) have all been duly authorized by all necessary corporate action; (b) are within the corporate power and authority of the PartiesParties and, where applicable, the Authority; (c) do not and will not contravene or violate any Legal Requirement applicable to the Parties or, where applicable, the Authority, or the Organizational Documents of the PartiesParties or, where applicable, the Authority, the contravention or violation of which could have reasonably be expected to cause a Material Adverse Effect on the business, condition (financial or otherwise), operations or Properties of the Borrower or any other PartyEffect; (d) do not and will not result in the breach of, or constitute a default under, any agreement or instrument by which the Parties or any of their respective Property may be bound or affected which breach or default could reasonably be expected to cause a Material Adverse Effect, and (e) do not and will not result in the creation of any Lien upon any Property of any of the Parties, except in favour favor of the Lender Agent or as expressly contemplated therein. All necessary permits, registrations and consents for such making and performance have been obtained. Except as otherwise expressly stated in the Security AgreementsDocuments, the Liens created under the Security Agreements Documents constitute valid and perfected first and prior Liens on the Property described therein, subject to no other Liens whatsoever.

Enforceable Obligations; Authorization. The Loan Documents are legal, valid and binding obligations of the Partieseach applicable Obligor, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other similar laws and judicial decisions affecting creditors' ’ rights generally and by general equitable principles. The execution, delivery and performance of the Loan Documents (a) have all been duly authorized by all necessary corporate action; (b) are within the corporate power and authority of the Partieseach applicable Obligor; (c) do not and will not contravene or violate any Legal Requirement applicable to the Parties any applicable Obligor or the Organizational Documents of the Partiesany applicable Obligor, the contravention or violation of which could would reasonably be expected to have a Material Adverse Effect material adverse effect on the business, condition (financial or otherwise), operations or Properties of the Borrower or any other PartyObligor; (d) do not and will not result in the breach of, or constitute a default under, any material agreement or instrument by which the Parties any Obligor or any of their respective its Property may be bound or affected which breach or default could reasonably be expected to cause a Material Adverse Effectbound, and (e) do not and will not result in the creation of any Lien upon any Property of any of the PartiesObligor, except in favour favor of the Lender Agent or as expressly contemplated therein. All necessary permits, registrations and consents for such making and performance have been obtained. Except as otherwise expressly stated in the Security AgreementsDocuments, the Liens created under of the Security Agreements Documents, will constitute valid and perfected first and prior Liens on the Property described therein, subject to no other Liens whatsoeverwhatsoever except Permitted Liens.

Enforceable Obligations; Authorization. The Loan Documents are legal, valid and binding obligations of the Partieseach applicable Obligor, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other similar laws and judicial decisions affecting creditors' ’ rights generally and by general equitable principles. The execution, delivery and performance of the Loan Documents (a) have all been duly authorized by all necessary corporate action; (b) are within the corporate power and authority of the Partieseach applicable Obligor; (c) do not and will not contravene or violate any Legal Requirement applicable to the Parties any applicable Obligor or the Organizational Documents of the Partiesany applicable Obligor, the contravention or violation of which could reasonably be expected to have a Material Adverse Effect material adverse effect on the business, condition (financial or otherwise), operations or Properties of the Borrower or any other PartyObligor; (d) do not and will not result in the breach of, or constitute a default under, any material agreement or instrument by which the Parties any Obligor or any of their respective its Property may be bound or affected which breach or default could reasonably be expected to cause a Material Adverse Effectbound, and (e) do not and will not result in the creation of any Lien upon any Property of any of the PartiesObligor, except in favour favor of the Lender Agent or as expressly contemplated therein. All necessary permits, registrations and consents for such making and performance have been obtained. Except as otherwise expressly stated in the Security AgreementsDocuments, the Liens created under of the Security Agreements Documents, will constitute valid and perfected first and prior Liens on the Property described therein, subject to no other Liens whatsoeverwhatsoever except Permitted Liens.

Enforceable Obligations; Authorization. The Loan Documents have been duly executed and delivered by Borrower and are legal, valid and binding obligations of the PartiesBorrower, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other similar laws and judicial decisions affecting creditors' ’ rights generally and by general equitable principles. The execution, delivery and performance of the Loan Documents (a) have all been duly authorized by all necessary corporate action; (b) are within the corporate power and authority of the PartiesBorrower; (c) to Borrower’s knowledge, do not and will not contravene or violate any Legal Requirement applicable to the Parties Borrower or any of its Subsidiaries or the Organizational Documents of the PartiesBorrower or any of its Subsidiaries, the contravention or violation of which could would reasonably be expected to have a Material Adverse Effect on the business, condition (financial or otherwise), operations or Properties of the Borrower or any other PartyEffect; (d) do not and will not result in the breach of, or constitute a default under, any material agreement or instrument by which the Parties Borrower or any of its Subsidiaries or any of their respective Property Properties may be bound the contravention or affected violation of which breach or default could would reasonably be expected to cause have a Material Adverse Effect, and (e) do not and will not result in the creation of any Lien upon any material Property of Borrower or any of the Parties, its Material Subsidiaries except in favour of the Lender or as expressly contemplated thereinfor Permitted Liens. All necessary permits, registrations and consents for such making execution, delivery and performance have been obtained. Except as otherwise expressly stated in , except where the Security Agreements, failure to obtain the Liens created under the Security Agreements constitute valid and perfected first and prior Liens on the Property described therein, subject same would not reasonably be expected to no other Liens whatsoeverhave a Material Adverse Effect.