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. The Borrowers have 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 Liens upon and security interests in the Collateral. The Borrowers have taken all necessary 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 Borrower, and constitute the legal, valid and binding obligations of each Borrower, enforceable against it in accordance with their respective terms (subject to the effects of bankruptcy, insolvency, reorganization, moratoriums or other similar loans affecting the rights and remedies of creditors generally). The Borrowers' execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of the Parent or any of its Subsidiaries, by reason of the terms of (a) any material mortgage, lease, indenture, contract or agreement or instrument to which any Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to any Borrower, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of any Borrower.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrowers have Each 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 Liens upon and security interests in the Collateral. The Borrowers have Each Borrower has taken all necessary 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 Borrower, and constitute the legal, valid and binding obligations of each such Borrower, enforceable against it in accordance with their respective terms (subject to the effects of bankruptcy, insolvency, reorganization, moratoriums or other similar loans affecting the rights and remedies of creditors generally). The Borrowers' execution, delivery, and performance of this Agreement by each Borrower and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of the Parent such Borrower or any of its Subsidiaries, by reason of the terms of (a) any material mortgage, lease, indenture, contract or contract, agreement or instrument to which any such Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to any such Borrower, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of any Borrower.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrowers have Such 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 Liens upon and security interests in the Collateral. The Borrowers have Such Borrower has taken all necessary action (including obtaining approval of its stockholders shareholders 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 such Borrower, and constitute the legal, valid and binding obligations of each such Borrower, enforceable against it in accordance with their respective terms (subject to the effects of except as may be limited by bankruptcy, insolvency, reorganization, moratoriums moratorium or other similar loans affecting the laws relating to or limiting creditors' rights and remedies of creditors generally)generally or by equitable principles relating to enforceability. The Borrowers' Such Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of the Parent such Borrower or any of its Restricted Subsidiaries, by reason of the terms of (a) any material contract, mortgage, charge, lease, agreement, indenture, contract or agreement or instrument to which such Borrower or any Borrower of its Restricted Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to such Borrower or any Borrowerof its Restricted Subsidiaries, or (c) the certificate or articles of incorporation or memorandum and articles of association or by-laws or the limited liability company or limited partnership agreement of such Borrower or any Borrowerof its Restricted Subsidiaries.

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. The Borrowers have Each Borrower has the corporate 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 Lender Liens upon and security interests in the Collateral. The Borrowers have Each Borrower has taken all necessary corporate 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 Borrower, and constitute the legal, valid and binding obligations of each such Borrower, enforceable against it in accordance with their respective terms (subject to the effects of terms, except as may be limited by bankruptcy, insolvency, reorganization, moratoriums moratorium or other similar loans affecting the laws relating to or limiting creditors’ rights and remedies of creditors generally)generally or by equitable principles relating to enforceability. The Borrowers' Each Borrower’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of the Parent or any of its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, contract or agreement or instrument to which Parent or any Borrower of its Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to Parent or any Borrowerof its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of Parent or any Borrowerof its Subsidiaries.