Common use of Authority and No Violation Clause in Contracts

Authority and No Violation. (i) The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by the Parent, the grant to the Administrative Agent for the benefit of the Administrative Agent, the Issuing Bank and the Lenders of the security interest in the Pledged Securities as contemplated herein and by the other Fundamental Documents and the guaranty of the Obligations as contemplated in this Article 10, (u) have been duly authorized by all necessary corporate action on the part of the Parent, (v) will not constitute a violation of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to the Parent, or any of its properties or assets in any material respect, (w) will not violate any provision of the Certificate of Incorporation, By–Laws, operating agreement or any other organizational document of the Parent, (x) will not violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which the Parent or by which the Parent or any of its properties or assets are bound, other than where any such violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (y) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Distribution Agreement, indenture, agreement, bond, note or other similar instrument, other than where any such violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (z) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of the Parent other than pursuant to this Credit Agreement or the other Fundamental Documents.

Authority and No Violation. (ia) The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, party by the Parenteach Credit Party, the grant to the Administrative Agent for the benefit of the Administrative Agent, the Issuing Bank and the Lenders of the security interest in the Collateral and the Pledged Securities as contemplated herein and by the other Fundamental Documents by each Credit Party and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in this Article 109 hereof, (ux) have been duly authorized by all necessary corporate action (or similar action) on the part of the Parent, each Credit Party or (vy) will not (i) constitute a violation of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to the Parentsuch Credit Party, or any of its properties or assets in any material respectassets, (wii) will not violate any provision of the Certificate of Incorporation, By–Laws, operating agreement, partnership agreement or any other organizational document of the Parentsuch Credit Party, (xiii) will not violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which the Parent such Credit Party is a party or by which the Parent such Credit Party or any of its properties or assets are bound, other than where any such violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (yiv) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Distribution Agreement, indenture, agreement, bond, note or other similar instrument, other than where any such violation referred to in clauses (x) and (y) (i)-(iv) could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, and (zv) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever (other than Permitted Encumbrances) upon any of the properties or assets of any of the Parent such Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents.

Authority and No Violation. (i) The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by the Parenteach Credit Party, the grant to the Administrative Agent for the benefit of the Administrative Agent, the Issuing Bank and the Lenders Secured Parties of the security interest in the Pledged Securities Collateral as contemplated herein by this Credit Agreement and by the other Fundamental Documents to which it is or will be a party, by each Credit Party, and the pledge to the Administrative Agent for the benefit of the Secured Parties of the Pledged Collateral as contemplated by Article 10 hereof, by each Pledgor and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the notes evidencing any of the Loans hereunder and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in this Article 109 hereof, (ui) have been duly authorized by all necessary company, partnership or corporate (as applicable) action on the part of the Parenteach such Credit Party, (vii) will not constitute a violation of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to the Parent, such Credit Party or any of its respective properties or assets in any material respectassets, (wiii) will not violate any provision of the Certificate of Incorporation, By–-Laws, operating agreement partnership agreement, limited liability company agreement, articles of organization or any other organizational document of the Parentany Credit Party, (x) will not violate or any provision of any Distribution AgreementRegulatory License, Reimbursement Approval, or material indenture, agreement, bond, note note, mortgage, deed of trust, or other similar instrument to which the Parent such Credit Party is a party or by which the Parent such Credit Party or any of its respective properties or assets are bound, other than where any bound or to which such violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectCredit Party is subject, (yiv) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Distribution AgreementRegulatory License, Reimbursement Approval or material indenture, agreement, bond, note note, mortgage, deed of trust, or other similar instrument, other than where any such violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect instrument and (zv) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of the Parent Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents.

Authority and No Violation. (i) The execution, delivery and performance of this Credit Agreement and the other Fundamental Loan Documents to which it is a party, by the Parenteach Loan Party, the grant to the Administrative Agent for the benefit of the Administrative Agent, the Issuing Bank and the Lenders Secured Parties of the security interest in the Collateral and the Mortgaged Real Property Assets as contemplated, and as continued, by this Credit Agreement and the other Loan Documents to which it is or will be a party, by each Loan Party, and the pledge to the Administrative Agent for the benefit of the Secured Parties of the Pledged Securities Collateral as contemplated herein and by the other Fundamental Documents Security Agreement by each Pledgor and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of any Notes hereunder and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in this Article 108 hereof, (ui) have been duly authorized by all necessary corporate corporate, partnership or limited liability company (as applicable) action on the part of the Parenteach such Loan Party and by all necessary stockholder, partner or member (as applicable) action, (vii) will not constitute a violation of any provision of Applicable Law that could reasonably be expected to result in a Material Adverse Effect, or a material violation of any material respect or any order of any Governmental Authority applicable to the Parent, such Loan Party or any of its respective properties or assets in any material respectassets, (wiii) will not violate any provision of the Certificate of Incorporation, By–-Laws, operating agreement partnership agreement, limited liability company agreement, articles of organization or any other organizational document of the Parentany Loan Party, (x) will not violate or any provision of any Distribution Agreement, indenture, agreement, bond, note or other note, mortgage, deed of trust, any similar instrument or agreement evidencing Indebtedness, or any 57 Material Agreement, to which the Parent such Loan Party is a party or subject or by which the Parent such Loan Party or any of its respective properties or assets are bound, other than where any such violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (yiv) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Distribution Agreement, indenture, agreement, bond, note note, mortgage, deed of trust, similar instrument or other similar instrumentagreement evidencing Indebtedness or Material Agreement, other than where or give rise to any such violation could notright under any of the foregoing to require any payment to be made by any Loan Party, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (zv) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of the Parent Loan Parties or any Subsidiary of a Loan Party other than pursuant to this Credit Agreement or the other Fundamental Loan Documents.

Authority and No Violation. (ia) The execution, -------------------------- delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by party and the Parent, Borrowings hereunder and the execution and delivery of the Notes and the grant to the Administrative Agent for the benefit of the Administrative Agentitself, the Issuing Fronting Bank and the Lenders of and the security interest in the Pledged Securities Collateral as contemplated herein by Article 8 hereof and by in the other Fundamental Documents and the guaranty of the Obligations as contemplated in this Article 10, (ui) have been duly authorized by all necessary corporate action on the part of the ParentBorrower and/or its Certificate Holders, (vii) will not constitute a violation by the Borrower of any provision of Applicable Law in any material respect or any order of any Governmental Authority court or other agency of the United States or any state thereof applicable to the Parent, Borrower or any of its properties or assets in any material respectassets, (wiii) will not violate any provision of the Trust Agreement or the Certificate of Incorporation, By–Laws, operating agreement or any other organizational document Trust of the ParentBorrower, (x) will not violate or any provision of the Distribution Agreement or any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which the Parent Borrower is a party or by which the Parent Borrower or any of its properties or assets are bound, other than where any such violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (yiv) will not be in conflict with, result in a breach of, of or constitute (with due notice or lapse of time or both) a default under, under or create any right to terminate, terminate the Distribution Agreement or any such Distribution Agreement, indenture, agreement, bond, note or other similar instrument, other than where any such violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect instrument and (zv) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of the Parent Borrower other than pursuant to the documents related to this Credit Agreement or the other Fundamental Documents.

Authority and No Violation. (i) The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by the Parenteach Credit Party, the grant to the Administrative Agent for the benefit of the Administrative Agent, the Issuing Bank and the Lenders Secured Parties of the security interest in the Pledged Securities Collateral and the Real Property Assets as contemplated herein by this Credit Agreement and by the other Fundamental Documents to which it is or will be a party, by each Credit Party, and the pledge to the Collateral Agent for the benefit of the Secured Parties of the Pledged Collateral as contemplated by Article 10 hereof, by each Pledgor and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the notes evidencing any of the Loans hereunder and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in this Article 109 hereof, (ui) have been duly authorized by all necessary company, partnership or corporate (as applicable) action on the part of the Parenteach such Credit Party, (vii) will not constitute a violation of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to the Parent, such Credit Party or any of its respective properties or assets in any material respectassets, (wiii) will not violate any provision of the Certificate of Incorporation, By–-Laws, operating agreement partnership agreement, limited liability company agreement, articles of organization or any other organizational document of the Parentany Credit Party or any Subsidiary of a Credit Party, (x) will not violate or any provision of any Distribution Regulatory License, Reimbursement Approval, Management Agreement, material indenture, agreement, bond, note note, mortgage, deed of trust, or other similar instrument to which the Parent such Credit Party is a party or by which the Parent such Credit Party or any of its respective properties or assets are bound, other than where any bound or to which such violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectCredit Party is subject, (yiv) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Distribution Regulatory License, Reimbursement Approval, Management Agreement, indenture, agreement, bond, note note, mortgage, deed of trust, or other similar instrument, other than where any such violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect instrument and (zv) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of the Parent Credit Parties or any Subsidiary of a Credit Party other than pursuant to this Credit Agreement or the other Fundamental Documents.

Authority and No Violation. (i) The ‌ Upon the entry of the DIP Order, the execution, delivery and performance by Company and each other Credit Party of this the Credit Agreement and the other Fundamental Documents to which it is a party, by the Parent, the grant by each Credit Party to the Administrative Collateral Agent (for the benefit of the Administrative Agent, the Issuing Bank and the Lenders Secured Parties) of the security interest in the Pledged Securities Collateral as contemplated herein and by the other Fundamental Documents Collateral Documents, in the case of Company, the Loans hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in this Article 10by, Section 7, (ui) have been duly authorized by all necessary corporate company action (or similar action) on the part of the Parentsuch Person, (vii) will not constitute a violation of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to the Parent, such Person or any of its properties or assets in any material respectassets, (wiii) will not violate any provision of the Certificate certificate of Incorporationformation or organization, By–Lawsbylaws, operating limited liability agreement, partnership agreement or any other organizational document of the Parentsuch Person, (xiv) will not violate any provision of any Distribution Agreementof, indenture, agreement, bond, note or other similar instrument to which the Parent or by which the Parent or any of its properties or assets are bound, other than where any such violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (y) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Distribution AgreementMaterial Contract, or any indenture, agreement, bond, note or other similar instrumentinstrument to which such Person is a party or by which such Person or any of its properties or assets are bound, in each case, other than where any such violation could violation, conflict, breach, default or termination would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, and (zv) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of the Parent such Person other than pursuant to the Credit Documents. Except as set forth in the DIP Order, there are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Agreement, any other Credit Agreement Document, or Applicable Law, including any securities laws and the other Fundamental Documentsregulations promulgated thereunder.

Authority and No Violation. (ia) The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, party by the Parenteach Credit Party, the grant to the Administrative Agent for the benefit of the Administrative Agent, the Issuing Bank Agent and the Lenders of the security interest in the Collateral and the Pledged Securities as contemplated herein and by the other Fundamental Documents by each Credit Party and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in this Article 109 hereof, (ux) have been duly authorized by all necessary corporate action (or similar action) on the part of the Parent, each Credit Party or (vy) will not (i) constitute a violation of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to the Parentsuch Credit Party, or any of its properties or assets in any material respectassets, (wii) will not violate any provision of the Certificate of Incorporation, By–Laws, operating agreement, partnership agreement or any other organizational document of the Parentsuch Credit Party, (xiii) will not violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which the Parent such Credit Party is a party or by which the Parent such Credit Party or any of its properties or assets are bound, other than where any such violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (yiv) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Distribution Agreement, indenture, agreement, bond, note or other similar instrument, other than where any such violation referred to in clauses (x) and (y) (i)-(iv) could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, and (zv) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever (other than Permitted Encumbrances) upon any of the properties or assets of any of the Parent such Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents.

Authority and No Violation. (ia) The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, party by the Parenteach Credit Party, the grant to the Administrative Agent for the benefit of the Administrative Agent, the Issuing Bank Agent and the Lenders of the security interest in the Collateral and the Pledged Securities as contemplated herein and by the other Fundamental Documents by each Credit Party and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in this Article 109 hereof, (ux) have been duly authorized by all necessary corporate action (or similar action) on the part of the Parent, each Credit Party or (vy) will not (i) constitute a violation of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to the Parentsuch Credit Party, or any of its properties or assets in any material respectassets, (wii) will not violate any provision of the Certificate of Incorporation, By–Laws, operating agreement, partnership agreement or any other organizational document of the Parentsuch Credit Party, (xiii) will not violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which the Parent such Credit Party is a party or by which the Parent such Credit Party or any of its 49 properties or assets are bound, other than where any such violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (yiv) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Distribution Agreement, indenture, agreement, bond, note or other similar instrument, other than where any such violation referred to in clauses (x) and (y) (i)-(iv) could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, and (zv) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever (other than Permitted Encumbrances) upon any of the properties or assets of any of the Parent such Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents.