Common use of Power, Authority, Consents Clause in Contracts

Power, Authority, Consents. Each Borrower and each other Loan Party has the power to execute, deliver and perform the Loan Documents to be executed by it. Each Borrower has the power to borrow hereunder and has taken all necessary corporate action to authorize the borrowing hereunder on the terms and conditions of this Agreement. Each Borrower and each other Loan Party has taken all necessary action, corporate or otherwise, to authorize the execution, delivery and performance of the Loan Documents to be executed by it. No consent or approval of any Person (including, without limitation, any stockholder of any corporate Loan Party), no consent or approval of any landlord or mortgagee, no waiver of any Lien or right of distraint or other similar right and no consent, license, certificate of need, approval, authorization or declaration of any governmental authority, bureau or agency, is or will be required in connection with the execution, delivery or performance by the Borrowers or any other Loan Party, or the validity, enforcement or priority, of the Loan Documents or any Lien created and granted thereunder, except (a) as set forth on Exhibit C hereto, each of which either has been duly and validly obtained on or prior to the date hereof and is now in full force and effect, or is designated on Exhibit C as waived by the Majority Banks, (b) the filing of UCC-3 assignments by Fleet to the Agent and filing of UCC-1 financing statements by the Agent and (c) consents under any agreement, bond, note or indenture referred to in Section 3.3 hereof, the failure of which to be obtained would not create (with or without the giving of notice or lapse of time, or both), a default under or breach of such agreement, bond, note or indenture that would individually or in the aggregate have a Materially Adverse Effect.

Power, Authority, Consents. Each The Borrower and each other Loan Party has the power to execute, deliver and perform the Loan Documents to be executed by it. Each The Borrower has the power to borrow hereunder and has taken all necessary corporate action to authorize the borrowing hereunder on the terms and conditions of this Agreement. Each The Borrower and each other Loan Party has taken all necessary action, corporate or otherwise, to authorize the execution, delivery and performance of the Loan Documents to be executed by it. No consent or approval of any Person (including, without limitation, any stockholder of any corporate Loan Party), no consent or approval of any landlord or mortgagee, no waiver of any Lien or right of distraint or other similar right and no consent, license, certificate of need, approval, authorization or declaration of any governmental authority, bureau or agency, is or will be required in connection with the execution, delivery or performance by the Borrowers Borrower or any other Loan Party, or the validity, enforcement or priority, of the Loan Documents or any Lien created and granted thereunder, except (a) as set forth on Exhibit C hereto, each of which either has been duly and validly obtained on or prior to the date hereof and is now in full force and effect, or is designated on Exhibit C as waived by the Majority Banks, (b) the filing of UCC-3 assignments by Fleet to the Agent and filing of UCC-1 financing statements by the Agent and/or amendments to UCC-1 financing statements, and (c) consents under any agreement, bond, note or indenture referred to in Section 3.3 hereof, the failure of which to be obtained would not create (with or without the giving of notice or lapse of time, or both), a default under or breach of such agreement, bond, note or indenture that would individually or in the aggregate have a Materially Adverse Effect.

Power, Authority, Consents. Each The Borrower and each other Loan Party Guarantor has the power to execute, deliver and perform the Loan Documents to be executed by it. Each The Borrower has the power to borrow hereunder and has taken all necessary corporate action to authorize the borrowing hereunder on the terms and conditions of this Agreement. Each The Borrower and each other Loan Party Guarantor has taken all necessary action, corporate or otherwise, to authorize the execution, delivery and performance of the Loan Documents to be executed by it. No consent or approval of any Person (including, without limitation, any stockholder of any corporate Loan Partythe Borrower), no consent or approval of any landlord or mortgagee, no waiver of any Lien or right of distraint or other similar right and no consent, license, certificate of need, approval, authorization or declaration of any governmental authority, bureau or agency, including, without limitation, any state health agency having jurisdiction over the healthcare activities of the Borrower or any Guarantor (hereinafter referred to collectively as the "STATE REGULATORY AGENCIES") is or will be required in connection with the execution, delivery or performance by the Borrowers Borrower or any other Loan PartyGuarantor, or the validity, enforcement or priority, of the Loan Documents or any Lien created and granted thereunder, except (a) as set forth on Exhibit C Schedule 3.2 hereto, each of which either has been duly and validly obtained on or prior to the date hereof and is now in full force and effect, or is designated on Exhibit C Schedule 3.2 as waived by the Majority Banks, (b) the filing of UCC-3 assignments by Fleet to the Agent and filing of UCC-1 financing statements by the Agent and (c) consents under any agreement, bond, note or indenture referred to in Section 3.3 hereof, the failure of which to be obtained would not create (with or without the giving of notice or lapse of time, or both), a default under or breach of such agreement, bond, note or indenture that would individually or in the aggregate have a Materially Adverse EffectBank.

Power, Authority, Consents. Each (i) The Borrower and each other Loan Party has the power power, authority and legal right to execute, deliver and perform the Loan Documents to be executed by it. Each , (ii) the Borrower has the power power, authority and legal right to borrow hereunder and has taken all necessary corporate action to authorize the borrowing hereunder on the terms and conditions of this Agreement. Each , and (iii) the Borrower and each other Loan Party has taken all necessary action, corporate or otherwise, action to authorize the execution, delivery and performance of the Loan Documents to be executed by it. No consent or approval of any Person (including, without limitation, any stockholder shareholder of any corporate Loan Partythe Borrower), no consent or approval of any landlord or mortgagee, no waiver of any Lien or right of distraint or other similar right and no consent, license, certificate of need, approval, authorization or declaration of any governmental authority, bureau or agency, is or will be required in connection with the execution, delivery or performance by the Borrowers Borrower or any other Loan Party, or the validity, enforcement or priority, of the Loan Documents or any Lien created and granted thereunder, except (a) as set forth on Exhibit C annexed hereto, each of which either has been duly and validly obtained on or prior to the date hereof and is now in full force and effect, or is designated on Exhibit C as waived by the Majority Banks, (b) the filing of UCC-3 assignments by Fleet to the Agent and filing of UCC-1 financing statements by the Agent and (c) consents under any agreement, bond, note or indenture referred to in Section 3.3 hereof, the failure of which to be obtained would not create (with or without the giving of notice or lapse of time, or both), a default under or breach of such agreement, bond, note or indenture that would individually or in the aggregate have a Materially Adverse EffectNational.

Power, Authority, Consents. Each The Borrower and each other Loan Party has the power to execute, deliver and perform the Loan Documents to be executed by itwhich it is a party. Each The Borrower has the power to borrow hereunder and has taken all necessary corporate action to authorize the borrowing hereunder on the terms and conditions of this Agreement. Each The Borrower and each other Loan Party has taken all necessary action, corporate or otherwise, to authorize the execution, delivery and performance of the Loan Documents to be executed by itwhich it is a party. No consent or approval of any Person (including, without limitation, any stockholder of the Borrower or any corporate Loan PartyParty ), no consent or approval of any landlord or mortgagee, no waiver of any Lien or right of distraint or other similar right and no consent, license, certificate of need, approval, authorization or declaration of any governmental authority, bureau or agency, is or will be required in connection with the execution, delivery or performance by the Borrowers Borrower or any other Loan Party, or the validity, enforcement or priority, of the Loan Documents or any Lien created and granted thereunder, except (a) as set forth on Exhibit C hereto, each of which either has been duly and validly obtained on or prior to the date hereof and is now in full force and effect, or is designated on Exhibit C as waived by the Majority Required Banks, (b) the filing of UCC-3 assignments by Fleet to the Agent and filing of UCC-1 financing statements by the Agent and (c) consents under any agreement, bond, note or indenture referred to in Section 3.3 hereof, the failure of which to be obtained would not create (with or without the giving of notice or lapse of time, or both), a default under or breach of such agreement, bond, note or indenture that would individually or in the aggregate have a Materially Adverse Effect.

Power, Authority, Consents. Each Borrower and each other Loan Party has the power to execute, deliver and perform the Loan Documents to be executed by itwhich it is a party. Each Borrower has the power to borrow hereunder and has taken all necessary corporate action to authorize the borrowing hereunder on the terms and conditions of this Agreement. Each Borrower and each other Loan Party has taken all necessary action, corporate or otherwise, to authorize the execution, delivery and performance of the Loan Documents to be executed by itwhich it is a party. No consent or approval of any Person (including, without limitation, any stockholder of either Borrower or any corporate Loan PartyParty ), no consent or approval of any landlord or mortgagee, no waiver of any Lien or right of distraint or other similar right and no consent, license, certificate of need, approval, authorization or declaration of any governmental authority, bureau or agency, is or will be required in connection with the execution, delivery or performance by the Borrowers either Borrower or any other Loan Party, or the validity, enforcement or priority, of the Loan Documents or any Lien created and granted thereunder, except (a) as set forth on Exhibit C hereto, each of which either has been duly and validly obtained on or prior to the date hereof and is now in full force and effect, or is designated on Exhibit C as waived by the Majority Required Banks, (b) the filing of UCC-3 assignments by Fleet to the Agent and filing of UCC-1 financing statements by the Agent and (c) consents under any agreement, bond, note or indenture referred to in Section 3.3 hereof, the failure of which to be obtained would not create (with or without the giving of notice or lapse of time, or both), a default under or breach of such agreement, bond, note or indenture that would individually or in the aggregate have a Materially Adverse Effect.

Power, Authority, Consents. Each The Borrower and each other Loan Party has the power to execute, deliver and perform the Loan Documents to be executed by it. Each The Borrower has the power to borrow hereunder and has taken all necessary corporate action to authorize the borrowing hereunder on the terms and conditions of this Agreementhereof. Each The Borrower and each other Loan Party has taken all necessary action, corporate or otherwise, to authorize the execution, delivery and performance of the Loan Documents to be executed by it. No consent or approval of any Person (including, without limitation, any stockholder of any corporate Loan Party or any partner in any partnership Loan Party), no consent or approval of any landlord or mortgagee, no waiver of any Lien or right of distraint or other similar right and no consent, license, certificate of need, approval, authorization or declaration of any governmental govern mental authority, bureau or agency, is or will be required in connection with the execution, delivery or performance by the Borrowers Borrower or any other Loan Party, or the validity, enforcement or priority, of the Loan Documents or any Lien created and granted thereunder, except (a) as set forth on Exhibit C hereto, each of which either has been duly and validly obtained on or prior to the date hereof and is now in full force and effect, or is designated on Exhibit C as waived by the Majority Banks, (b) the filing of UCC-3 assignments by Fleet to the Agent and filing of UCC-1 financing statements by the Agent and (c) consents under any agreement, bond, note or indenture referred to in Section 3.3 hereof, the failure of which to be obtained would not create (with or without the giving of notice or lapse of time, or both), a default under or breach of such agreement, bond, note or indenture that would individually or in the aggregate have a Materially Adverse EffectLenders.