Power and Authority. Each of the Loan Parties has the requisite organizational power and authority to # own its assets and carry on its business and # execute, deliver and perform the Loan Documents to which it is a party and to consummate the Transactions. Each of the Loan Parties has all requisite governmental licenses, authorizations, consents and approvals to own its assets and carry on its business, except where the failure to obtain any such licenses, authorizations, consents and appraisals could not, individually or in the aggregate, reasonably be expected to have Material Adverse Effect.

Power and Authority. All acts required to be taken by the Shareholders to enter into this Agreement and to carry out the transactions contemplated by this Agreement have been properly taken. The obligations of the Shareholders under this Agreement constitute legal, valid and binding obligations of the Shareholders, enforceable against each Shareholder in accordance with the terms hereof.

Power and Authority. Each Borrower and Lender represent and warrant that each has the full power and authority to enter into and perform this Agreement, all of which has been duly authorized by all necessary corporate or limited liability company action, as appropriate, and that this Agreement is valid, binding, and enforceable in accordance with its terms.

Power and Authority. Each Credit Party has the organizational power and authority to execute, deliver and perform the terms and provisions of each of the Credit Documents to which it is party and has taken all necessary organizational action to authorize the execution, delivery and performance by it of each of such Credit Documents. Borrower has duly executed and delivered each of the Credit Documents to which it is party, and each of such Credit Documents constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

Power and Authority. Each party represents and warrants that # it has the full right, power and authority to enter into this OEM Agreement and to discharge its obligations hereunder, and # it has not entered into any agreement inconsistent with this OEM Agreement or otherwise granted any third party any rights inconsistent with the rights granted to the other party under this OEM Agreement.

Power and Authority. Pursuant to 28 C.F.R. § 0.111(i) and the Order, the USMS has the power and authority to enter into this Agreement and to carry out its obligations hereunder.

Power and Authority. The Purchaser has the power and authority to enter into this Agreement and to carry out its obligations hereunder.

Power and Authority. Each Borrower is duly authorized to execute, deliver and perform its Loan Documents. The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary action, and do not # require any consent or approval of any holders of Equity Interests of any Borrower, except those already obtained; # contravene the Organic Documents of any Borrower; # violate or cause a default under any Applicable Law or Material Contract; or # result in or require the imposition of any Lien (other than Permitted Liens) on any Borrower’s Property.

Power and Authority. Except as expressly provided in this Agreement (including the exhibits hereto) or the Bankruptcy Code, it has all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the transactions contemplated by, and perform the respective obligations under, this Agreement.

The Board of Directors may, in its sole discretion, delegate to any person or persons all or part of its authority and responsibility under the Plan, including the authority to amend the Plan.