Common use of Authorization, Validity, and Enforceability of this Agreement and the Loan Documents Clause in Contracts

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Obligor party thereto has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant the Agent’s Liens. Each Obligor party thereto has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Obligor party thereto, and constitute the legal, valid and binding obligations of each such Obligor, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). Each Obligor’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party, and the consummation of the Transactions, do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor or any of its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which such Obligor is a party or which is binding upon it, (b) any Requirement of Law applicable to such Obligor or any of its Subsidiaries, or (c) any Charter Documents of such Obligor or any of its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Obligor party thereto Credit Party has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents and Transaction Documents to which it is a party, to incur the its Obligations, and to grant to the Agent’s LiensApplicable Agents’ Liens upon and security interests in the Collateral. Each Obligor party thereto Credit Party has due power and capacity and has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery delivery, and performance of this Agreement and the other Loan Documents and Transaction Documents to which it is a party. This Agreement and the other Loan Documents and Transaction Documents to which it is a party have been duly executed and delivered by each Obligor party theretoCredit Party, and constitute the legal, valid and binding obligations of each such ObligorCredit Party, enforceable against it in accordance with their respective terms, subject to the effects of except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, winding upreceivership, moratorium or other laws affecting the rights and other similar laws relating to or affecting creditors’ rights remedies of creditors generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles. Each ObligorCredit Party’s execution, delivery, and performance of this Agreement and the other Loan Documents and Transaction Documents to which it is a party, and the consummation of the Transactions, party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien (other than any Lien on any Collateral in favor of the Liens created by the Loan DocumentsApplicable Security Agent) upon the property of such Obligor any Credit Party or any of its their respective Subsidiaries, by reason of the terms of (a) any material contract, mortgage, standard security, pledge, assignation in security, hypothec, lease, agreement, indenture, or instrument to which such Obligor any Credit Party or any of their respective Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to such Obligor any Credit Party or any of its their respective Subsidiaries, or (c) the certificate or articles of incorporation, by-laws, the limited liability company agreement, limited partnership agreement, memorandum and articles of association or related shareholders’ agreement of any Charter Documents of such Obligor Credit Party or any of its Subsidiariestheir respective Subsidiaries except, in the case of clause (a) and (b) only, and without any qualification of the representation above as to the imposition of any Lien on any Collateral other than in favor of the Applicable Security Agent, as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Obligor party thereto has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant the Agent’s Liens. Each Obligor party thereto has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Obligor party thereto, and constitute the legal, valid and binding obligations of each such Obligor, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). Each Obligor’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party, and the consummation of the Transactions, do not and will not (x) conflict with, or constitute a violation or breach of, or result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor or any of its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which such Obligor or any of its Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to such Obligor or any of its Subsidiaries, or (c) any Charter Documents of such Obligor or any of its Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor or any of its Subsidiaries by reason of any of the foregoing.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Obligor party thereto Borrower has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant Liens upon and security interests in the Collateral to the Collateral Agent’s Liens. Each Obligor party thereto Borrower has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its stockholders stockholders, if necessary) to authorize its execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Obligor party theretoBorrower, and constitute the legal, valid and binding obligations of each such ObligorBorrower, enforceable against it in accordance with their respective terms, subject to the effects of except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, winding upmoratorium, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)of equity. Each ObligorBorrower’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party, and the consummation of the Transactions, party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor Borrower or any of its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which such Obligor Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to such Obligor Borrower or any of its Subsidiaries, or (c) any Charter Documents the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such Obligor Borrower or any of its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Obligor party thereto The Borrower has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the Agent’s LiensAgent Liens upon and security interests in the Collateral. Each Obligor party thereto The Borrower has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Obligor party theretothe Borrower, and constitute the legal, valid and binding obligations of each such Obligorthe Borrower, enforceable against it in accordance with their respective terms, subject to the effects of except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other or similar laws relating to or affecting limiting creditors’ ' rights generally and general or by equitable principles (whether considered in a proceeding in equity or at law)relating to enforceability. Each Obligor’s The Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party, and the consummation of the Transactions, party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor the Borrower or any of its Restricted Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which such Obligor the Borrower or any of its Restricted Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to such Obligor the Borrower or any of its Restricted Subsidiaries, or (c) any Charter Documents the certificate or articles of such Obligor incorporation or by-laws or the limited liability company or limited partnership agreement of the Borrower or any of its Restricted Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Obligor party thereto Such Loan Party has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur and/or guaranty, as applicable, the Obligations, and to grant to the Agent’s LiensAgent Liens upon and security interests in the Collateral in which it has an interest. Each Obligor party thereto Such Loan Party has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its stockholders or other equityholders if necessary) to authorize its execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Obligor party theretosuch Loan Party, and constitute the legal, valid and binding obligations of each such ObligorLoan Party, enforceable against it in accordance with their respective terms, terms (except as such enforceability may be subject to the effects of bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, winding uparrangement, moratorium voidable preference, fraudulent conveyance and other similar laws relating to or affecting creditors’ the rights of creditors generally and except as the same may be subject to the effect of general equitable principles (whether considered in a proceeding in equity or at lawof equity). Each Obligor’s Such Loan Party's execution, delivery, delivery and performance of this Agreement and the other Loan Documents to which it is a party, party and the consummation of the Transactions, transactions contemplated hereby and thereby do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor Loan Party or any of its SubsidiariesSubsidiaries (other than Liens granted by such Loan Party under any of the Loan Documents), by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, indenture or instrument to which such Obligor Loan Party or any of its Subsidiaries is a party or which is binding upon itit or any of its Subsidiaries, (b) any Requirement of Law applicable to such Obligor Loan Party or any of its Subsidiaries, or (c) any Charter Documents the certificate or articles of incorporation, by-laws or the limited liability company or limited partnership agreement or other organizational documents of such Obligor Loan Party or any of its Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Obligor party thereto of the Credit Parties has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the Agent’s LiensAdministrative Agent Liens upon and security interests in the Collateral. Each Obligor party thereto of the Credit Parties has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its members or stockholders if necessary) to authorize its execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Obligor party theretothe Credit Parties, and constitute the legal, valid and binding obligations of each such Obligoreach, enforceable against it in accordance with their respective terms, subject to the effects of except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law). Each Obligor’s of the Credit Parties’ execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party, and the consummation of the Transactions, party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor Credit Party or any of its Subsidiariesthe Consolidated Parties, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which such Obligor a Credit Party is a party or which is binding upon it, (b) any material Requirement of Law applicable to such Obligor a Credit Party or any of its Subsidiariesthe Consolidated Parties, or (c) any Charter Documents the certificate or articles of such Obligor incorporation or organization, by-laws, limited liability company or limited partnership agreement of a Credit Party or any of its Subsidiariesthe Consolidated Parties.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Obligor party thereto Borrower Party has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a partyparty and to grant to the Agent Liens upon and security interests in the Collateral with respect to which it has rights, title or ownership and each Borrower has the authority to incur the Obligations, and to grant the Agent’s Liens. Each Obligor party thereto Borrower Party has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Obligor party theretoBorrower Party, and constitute the legal, valid and binding obligations of each such ObligorBorrower Party, enforceable against it in accordance with their respective terms, subject to the effects of terms except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law). Each ObligorBorrower Party’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party, and the consummation of the Transactions, party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien (other than the Liens created by this Agreement and the other Loan Documents) upon the property of such Obligor the Parent or any of its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which the Parent or such Obligor Subsidiary is a party or which is binding upon it, (b) any Requirement of Law applicable to such Obligor the Parent or any of its Subsidiaries, or (c) any Charter Documents the certificate or articles of incorporation or by-laws or the limited liability company operating agreement or limited partnership agreement of such Obligor or any of its SubsidiariesBorrower Party.