Title, Authorization, Validity and Enforceability Sample Clauses

Title, Authorization, Validity and Enforceability. The Grantor has good and valid rights in or the power to transfer the Collateral owned by it and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1.4. The Grantor has full corporate or limited liability company power and authority to grant to the Trustee the security interest in the Collateral pursuant hereto. The execution and delivery by the Grantor have been duly authorized by proper corporate and limited liability company proceedings, as applicable. This Security Agreement constitutes a legal, valid and binding obligation of the Grantor and creates a security interest which is enforceable against the Grantor in all Collateral it now owns or hereafter acquires, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to or affecting the enforcement of creditorsrights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing.
Title, Authorization, Validity and Enforceability. The Debtor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under the Credit Agreement, and has full power and authority to grant to the Agent the security interest in such Collateral pursuant hereto. The execution and delivery by the Debtor of this Security Agreement has been duly authorized by proper corporate proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of the Debtor and creates a security interest which is enforceable against the Debtor in all now owned and hereafter acquired Collateral. When financing statements have been filed in the appropriate offices against the Debtor in the filing office(s) listed for the Debtor in the Credit Agreement, the Agent will have a fully perfected first priority security interest in that Collateral in which a security interest may be perfected by filing, subject only to Liens permitted under the Credit Agreement.
Title, Authorization, Validity and Enforceability. Such Loan Party is the sole beneficial owner of the Collateral in which it purports to grant a security interest pursuant to Section 3 and no Lien exists upon the Collateral (and no right or option to acquire the same exists in favor of any other Person) other than Liens permitted under Sections 6.02(a) through (f) of the Credit Agreement and the security interest created or provided for herein, which security interest constitutes a valid first and prior perfected Lien on the Collateral. Such Loan Party has the full corporate, limited liability company or partnership, as applicable, power and authority to grant to the Administrative Agent the security interest in such Collateral pursuant hereto. This Agreement has been duly executed and delivered by such Loan Party that and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditorsrights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Title, Authorization, Validity and Enforceability. Each Individual Grantor has good and valid rights in or the power to transfer the Equity Collateral owned by it and title to the Equity Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 5.1.4. This Security Agreement constitutes a legal, valid and binding obligation of each Individual Grantor and creates a security interest which is enforceable against such Individual Grantor in all Equity Collateral it now owns or hereafter acquires.
Title, Authorization, Validity and Enforceability. Each Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1.6, and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. The execution and delivery by each Grantor of this Security Agreement has been duly authorized by proper corporate proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of each Grantor and creates a security interest which is enforceable against Grantor in all now owned and hereafter acquired Collateral. When financing statements have been filed in the appropriate offices against each Grantor in the locations listed on Exhibit F, the Collateral Agent will have a fully perfected first priority security interest in that Collateral in which a security interest may be perfected by filing, subject only to Liens permitted under Section 4.1.6.
Title, Authorization, Validity and Enforceability. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens, and has full power and authority to grant to Agent the security interest in such Collateral pursuant hereto. The execution and delivery by such Grantor of this Pledge Agreement has been duly authorized by proper corporate, partnership or limited liability proceedings, and this Pledge Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a security interest which is enforceable against such Grantor in all now owned and hereafter acquired Collateral.
Title, Authorization, Validity and Enforceability. Such Debtor has good record and marketable title to the Collateral and none of the Collateral is subject to any security interest, mortgage, deed of trust, pledge, lien, title retention document or encumbrance of any kind, except for Liens permitted under Section 5.1.6, and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. The execution and delivery by each Debtor of this Security Agreement has been duly authorized, and this Security Agreement constitutes a legal, valid and binding obligation of such Debtor and creates a security interest which is enforceable against such Debtor in all now owned and hereafter acquired Collateral. (a) Upon the filing of all UCC financing statements naming each Debtor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Debtor’s name on Schedule 4 hereof, (b) subject to the terms of the Intercreditor Agreement, upon delivery of all Instruments, Chattel Paper and certificated Pledged Equity Interests, (c) upon sufficient identification of Commercial Tort Claims, (d) subject to the terms of the Intercreditor Agreement, upon execution of a control agreement establishing the Collateral Agent’s Control with respect to any Deposit Account, Securities Account, or Commodity Account, (e) upon consent of the issuer or any nominated person with respect to Letter of Credit Rights, and (f) to the extent not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Intellectual Property in the applicable intellectual property registries, including the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Collateral Agent hereunder constitute valid and perfected first priority Liens (subject only to Liens permitted under Section 5.1.6).
Title, Authorization, Validity and Enforceability. Grantor has good and valid rights in and title to the Collateral, free and clear of all liens, security interests and other encumbrances (other than the Second Lien Security Interest [as such term is defined in Section 4.2 hereof]), and has full power and authority to grant to Secured Party the security interest in the Collateral. The execution, delivery, and performance of this Agreement by Grantor have been duly authorized, and this Agreement constitutes a legal, valid and binding obligation of Grantor and creates a security interest, enforceable against Grantor.
Title, Authorization, Validity and Enforceability. Debtor has good and valid rights in and title to the Collateral with respect to which it has granted a security interest hereunder, free and clear of all liens except for the lien of Lender, and has full power and authority to grant to Lender the security interest in such Collateral. The execution and delivery by Debtor of this Agreement constitutes a legal, valid and binding obligation of Debtor and creates a security interest which is enforceable against Debtor in all now owned and hereafter acquired Collateral.
Title, Authorization, Validity and Enforceability. Parent has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power and authority to own its properties and to transact the businesses in which it is now engaged. Parent is duly qualified to do business and, to the extent applicable, is in good standing in each other jurisdiction in which the nature of its business, assets and properties, including the performance of its obligations under this Agreement, the other Facility Documents to which it is a party and its Constituent Documents, requires such qualification. The execution and delivery by the Parent of, and the performance of its obligations under the Facility Documents to which it is a party and any other instruments, certificates and agreements contemplated thereby are within its powers and have been duly authorized by all requisite action by it and have been duly executed and delivered by it and constitute its legal, valid and binding obligations enforceable against it in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditorsrights generally or general principles of equity (to the extent not related to inequitable conduct of the Parent), regardless of whether considered in a proceeding in equity or at law. Parent has rights in and the power to transfer the Collateral upon which it grants a Lien under this Agreement free and clear of any and all Liens (other than Permitted Liens). The execution and delivery of this Agreement by Parent creates a valid, enforceable Lien on all of its right, title, interest in, to and under the Collateral owned by Parent and the Proceeds thereof. When financing statements have been duly filed in the appropriate offices against Parent in Delaware, the Administrative Agent for the benefit of the Secured Parties will have a valid first priority perfected security interest in the Collateral owned by Parent in which a security interest may be perfected by filing of a financing statement under the UCC.