Power; Authorization; Enforceable Sample Clauses
Power; Authorization; Enforceable. The execution, delivery and performance by Borrower of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within the Borrower’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof will have been duly authorized by all necessary Limited Liability Company action, including the consent of members where required;
(iii) do not and will not (A) contravene the Borrower’s Constituent Documents, (B) violate any other Requirement of Law applicable to the Borrower (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Official Body or arbitrator applicable to the Borrower, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of the Borrower or any of its Subsidiaries, or (D) result in the creation or imposition of any Lien upon any of the property of the Borrower or any of its Subsidiaries, other than Permitted Liens; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Official Body or any other Person, and which have been or will be, prior to the Signing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent, and each of which on the Signing Date and of the date of each Incremental Borrowing thereafter will be in full force and effect and, with respect to the Collateral, filings required to perfect the security interest in the Collateral. This Agreement has been, and each of the other Transaction Documents to which it is a party and each Notice of Borrowing will have been upon delivery thereof, duly executed and delivered by the Borrower. This Agreement is, and the other Transaction Documents to which it is a party and each Notice of Borrowing will be, when delivered hereunder, the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.
