Sale is Legal and Authorized. The sale of the Notes to the Purchasers, compliance by the Company with all of the provisions of the Notes and compliance by the Company with all of the provisions of the Agreement --
Sale is Legal and Authorized. The sale of the Bonds and compliance by the Company with all of the provisions of this Agreement and the Bonds —
Sale is Legal and Authorized. The sale of the Note and the Warrants by Holdings and Borrower and compliance by Holdings and Borrower with all of the provisions of the Financing Documents:
Sale is Legal and Authorized. The sale of the Original Notes, the exchange of the Original Notes for the Notes and compliance by the Company with all of the provisions of the Agreement, the Notes and the Company Security Agreement-- (a) are within the corporate powers of the Company and, on and as of the Closing Date, have been duly authorized by proper corporate action on the part of the Company; (b) assuming the accuracy of the Purchasers representations contained in SS.3.2, will not violate any provisions of any law; (c) will not violate any order of any court or governmental authority or agency and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under the Articles of Incorporation or By-laws of the Company or any indenture or other agreement or instrument to which the Company is a party or by which it may be bound or result in the imposition of any liens or encumbrances on any property of the Company; and (d) have been duly authorized on and as of the Closing Date by all necessary corporate action on the part of the Company, have been duly executed on the Closing Date by authorized officers of the Company and delivered on the Closing Date and constitute the legal, valid and binding contracts and agreements of the Company enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law) and to the discretion of the court before which any proceedings may be brought. 10.
Sale is Legal and Authorized. (a) The offer, issuance, sale and delivery of the Securities and compliance by the Company with all of the provisions of this Agreement and the Registration Rights Agreement (i) are within the corporate powers of the Company; (ii) are legal and will not violate, conflict with, result in any breach of, or any of the provisions of, constitute a default under (upon notice or lapse of time or both), or result in the creation of any Lien upon any Property of the Company or any of its Affiliates under the provisions of its articles of incorporation, by-laws, or any order of any court or governmental authority or any provision of any indenture, mortgage, contract, instrument or other agreement to which the Company or any of its Affiliates is a party or by which it may be bound; and (iii) have been duly authorized by all necessary corporate action on the part of the Company. (b) This Agreement has been duly and validly executed and delivered by the Company. This Agreement constitutes the legal, valid and binding obligation, contract and agreement of the Company, enforceable in accordance with its terms, except as enforcement of such terms may be limited by any applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights generally and by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) The Common Stock will conform to the terms contained in the Company's Articles of Incorporation. The Common Stock and the issuance of the Common Stock in the exchange transaction described herein have been duly authorized by the Company.
Sale is Legal and Authorized. Obligations are Enforceable.
Sale is Legal and Authorized. Each of the issuance, sale and delivery of the Notes by the Company, the execution and delivery of the Financing Documents to which it is a party by the Company and each of the Guarantors, and compliance by the Company and each of the Guarantors with all of their respective obligations under the Financing Documents:
Sale is Legal and Authorized. The sale of the Notes and the execution and delivery of, and performance by the Company and the Manager of their respective obligations under, the Agreement and the Notes have been duly authorized by all requisite action and will not violate any provision of law, any order, judgment or decree of any court or other agency of corporate or other government, the Certificate of Formation of the Company, the Operating Agreement (including, without limitation, Section 2.02(c) thereof), or the corporate charter or by-laws of the Manager, or any indenture, agreement or other instrument to which the Company or the Manager is a party, or by which the Company or the Manager is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Property or assets of the Company or the Manager pursuant to, any such indenture, agreement or instrument except as permitted by the Agreement.
Sale is Legal and Authorized. Each of the issuance, sale and delivery of the Notes by the Company, the issuance, execution and delivery of the Guaranty of each Guarantor herein and in the Notes, the execution and delivery of this Agreement by the Company and the Guarantors, the compliance by the Company and each Guarantor with all of the provisions hereof and the compliance by the Company and each Guarantor with all the provisions of the Notes:
Sale is Legal and Authorized. The issue and sale of the Unit(s) and compliance by the Issuer with all of the provisions of this Agreement (i) are within the corporate powers of the Issuer, (ii) have been duly authorized by all necessary corporate action on the part of the Issuer, and (iii) are legal and will not conflict with, result in any breach in any of the provisions of, constitute a default under, or result in the creation of any lien or encumbrance upon any property of the Issuer under the provisions of the Articles of Incorporation or Bylaws of the Issuer or, to the best of the Issuer's knowledge, any law, ordinance, governmental rule, regulation or order, agreement or other instrument to which the Issuer is a party or by which the properties of the Issuer may be bound.
