Organizational Authority. Each party to this Lease represents and warrants that the person signing this Lease on behalf of such party is fully authorized to do so and, by so doing, to bind such party.
Organizational Authority. You represent and warrant to us that your acceptance and performance of this Agreement, and the execution of any Service transactions and activity by you or on your behalf, are within your organizational power and have been duly authorized by all necessary organizational action. You further represent and warrant that the person who accepts this Agreement on your behalf and any person who at any time initiates any Service transaction or activity in such person’s capacity as your agent, representative or other authorized capacity have been duly authorized to do so, and that this Agreement, together with any Service transaction or activity initiated by any such person, constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
Organizational Authority. (i) The execution, delivery and performance by the Company of this Amendment are within its corporate powers and have been duly authorized by all necessary corporate action, (ii) this Amendment is the legal, valid and binding obligation of the Company enforceable in accordance with its terms and (iii) neither the execution and delivery nor the performance by the Company of this Amendment (1) violates any law or regulation, or any other decree of any governmental body, (2) conflicts with or results in the breach or termination of, constitutes a default under or accelerates any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound, (3) results in the creation or imposition of any Lien, upon any of the Collateral (as defined in the Senior Loan Documents) other than Liens in favor of the Senior Lender, (4) violates or conflicts with the certificate of incorporation or bylaws of such Person, or (5) requires the consent, approval or authorization of, or declaration or filing with, any other Person, except for those already duly obtained.
Organizational Authority. (i) The execution, delivery and performance by each of Borrower and each other Loan Party to this Amendment, are within such Person’s organizational powers and have been duly authorized by all necessary organizational action on the part of such Person, (ii) this Amendment represents the legal, valid and binding obligation of each of Borrower and each other Loan Party enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject to general principles of equity regardless of whether considered in a proceeding in equity or at law and (iii) none of the execution, delivery or performance by Borrower or any other Loan Party of this Amendment (1) violates any applicable law or regulation, or any decree of any governmental body, (2) violates, results in a default under any indenture, material agreement or other material instrument to which such Person is a party or by which such Person or any of its property is bound or gives rise to a right thereunder to require any payment to be made by such Person, (3) results in the creation or imposition of any Lien (other than Permitted Encumbrances) upon any assets or properties of any Loan Party, (4) violates the charter, bylaws or other organizational documents of such Person, or (5) requires the consent, approval or authorization of, or declaration or filing with, any other Person, except for those already duly obtained.
Organizational Authority. (i) The execution, delivery and performance by Borrower of this Agreement are within its corporate powers and have been duly authorized by all necessary corporate action, (ii) this Agreement is the legal, valid and binding obligation of Borrower enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by equitable principles, and (iii) neither the execution, delivery or performance by Borrower of this Agreement (1) violates any Law, or any other rule or decree of any Governmental Authority, (2) conflicts with or results in the breach or termination of, constitutes a default under or accelerates any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrower is a party or by which Borrower or any of its property is bound, except for such conflicts, breaches, terminations, defaults or accelerations that would not reasonably be expected to have a Material Adverse Effect, (3) results in the creation or imposition of any Lien (other than Permitted Liens) upon any of the Collateral, (4) violates or conflicts with the by-laws or other organizational documents of Borrower, or (5) requires the consent, approval or authorization of, or declaration or filing with, any other Person, except for those already duly obtained.
Organizational Authority. The Company and each of the Guarantors has all requisite corporate or limited liability company power and authority, as applicable, to execute, deliver and perform their respective obligations under the Transaction Documents to which they are a party and to consummate the Transactions. All necessary corporate or limited liability company action, as the case may be, has been taken by the Company and each of the Guarantors to authorize the making, execution, delivery, performance and consummation, as the case may be, of the Transaction Documents.
Organizational Authority. (i) The execution, delivery and performance by each Borrower to this Amendment are within its respective corporate or similar powers and have been duly authorized by all necessary corporate or similar action, (ii) this Amendment is the legal, valid and binding obligation of each Borrower enforceable in accordance with its terms and (iii) neither the execution, delivery or performance by each Borrower of this Amendment (1) violates any law or regulation, or any other or decree of any Governmental Body, (2) conflicts with or results in the breach or termination of, constitutes a default under or accelerates any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on the Borrowers, (3) results in the creation or imposition of any Lien (other than Permitted Liens) upon any of the Collateral, (4) violates or conflicts with the articles of incorporation (or articles of formation), bylaws (or operating agreement), or other organizational documents of such Person, or (5) requires the consent, approval or authorization of, or declaration or filing with, any other Person, except for those already duly obtained.
Organizational Authority. (i) The execution, delivery and performance by each Borrower of this Agreement are within its corporate powers and have been duly authorized by all necessary corporate action and (ii) neither the execution, delivery or performance by Borrowers of this Agreement (1) violates any Law applicable to any Borrower, (2) conflicts with or results in the breach or termination of, constitutes a default under or accelerates any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrower is a party or by which Borrower or any of its property is bound, except for such conflicts, breaches, terminations, defaults or accelerations that would not reasonably be expected to have a Material Adverse Effect, (3) results in the creation or imposition of any Lien (other than Permitted Liens) upon any of the Collateral, (4) violates or conflicts with the by-laws or other organizational documents of any Borrower, or (5) requires the consent, approval or authorization of, or declaration or filing with, any other Person, except for those already duly obtained.
Organizational Authority. Each party to this Lease represents and warrants that such party is an entity duly formed, duly existing and qualified to do business in the State of California (to the extent such qualification is required under applicable law), that such party has full right and authority to execute and deliver this Lease, and that each person signing this Lease on behalf of such respective party is fully authorized to do so and, by so doing, to bind such party.
Organizational Authority. The Company and each of the Guarantors has all requisite corporate or partnership power and authority, as applicable, to execute, deliver and perform their respective obligations under (i) the Transaction Documents to which they are a party and (ii) the Amended and Restated Credit Agreement, and to consummate the transactions contemplated thereby; and all necessary corporate or partnership action, as the case may be, has been taken by the Company and each of the Guarantors to authorize the making, execution, delivery, performance and consummation, as the case may be, of the Transaction Documents and the Amended and Restated Credit Agreement.
