Common use of Authority, No Conflicts, Etc Clause in Contracts

Authority, No Conflicts, Etc. The execution, delivery and performance by the Consignee of this Amendment and the consummation of the transactions contemplated hereby (i) are within the corporate power of the Consignee and have been duly authorized by all necessary corporate action on the part of the Consignee, (ii) do not require any approval or consent of, or filing with, any governmental agency or authority, or any other person, association or entity, which bears on the validity of this Amendment or the Consignment Documents and which is required by law or the regulation or rule of any agency or authority, or other person, association or entity (except for the consent of the Dollar Agent and each of the lenders under the Dollar Facility, which consent is being obtained concurrently herewith as required by ss.4 hereof), (iii) do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or awar presently in effect in which the Consignee is named in a manner which has or could reasonably be expected to have a Materially Adverse Effect, (iv) do not violate any provision of the Charter Documents of the Consignee, (v) do not result in any breach of or constitute a default under any agreement or instrument to which the Consignee is a party or by which it or any of its properties is bound, including without limitation any indenture, loan or credit agreement, lease, debt instrument or mortgage, in a manner which has or could reasonably be expected to have a Materially Adverse Effect, and (vi) do not result in or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature upon any of the assets or properties of the Consignee except in favor of the Consignor pursuant to the Security Documents.

Authority, No Conflicts, Etc. The execution, delivery and performance by the Consignee of this Amendment and the New York Jewelry Outlet Purchase and Sale Agreement and the consummation of the transactions contemplated hereby and thereby (i) are within the corporate power of the Consignee and have been duly authorized by all necessary corporate action on the part of the Consignee, (ii) do not require any approval or consent of, or filing with, any governmental agency or authority, or any other person, association or entityentity (except for the consent of the Dollar Agent and the lenders under the Dollar Facility, which consent is being obtained concurrently herewith as required byss.5 hereof), which bears on the validity of this Amendment or the Consignment Documents and which is required by law or the regulation or rule of any agency or authority, or other person, association or entity (except for the consent of the Dollar Agent and each of the lenders under the Dollar Facility, which consent is being obtained concurrently herewith as required by ss.4 hereof)entity, (iii) do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or awar award presently in effect in which the Consignee is named in a manner which has or could reasonably be expected to have a Materially Adverse Effect, (iv) do not violate any provision of the Charter Documents of the Consignee, (v) do not result in any breach of or constitute a default under any agreement or instrument to which the Consignee is a party or by which it or any of its properties is bound, including without limitation any indenture, loan or credit agreement, lease, debt instrument or mortgage, in a manner which has or could reasonably be expected to have a Materially Adverse Effect, and (vi) do not result in or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature upon any of the assets or properties of the Consignee except in favor of the Consignor pursuant to the Security Documents.

Authority, No Conflicts, Etc. The execution, delivery and performance by the Consignee of this Amendment and the New York Jewelry Outlet Purchase and Sale Agreement and the consummation of the transactions contemplated hereby and thereby (i) are within the corporate power of the Consignee and have been duly authorized by all necessary corporate action on the part of the Consignee, (ii) do not require any approval or consent of, or filing with, any governmental agency or authority, or any other person, association or entityentity (except for the consent of the Dollar Agent and the lenders under the Dollar Facility, which consent is being obtained concurrently herewith as required by section 5 hereof), which bears on the validity of this Amendment or the Consignment Documents and which is required by law or the regulation or rule of any agency or authority, or other person, association or entity (except for the consent of the Dollar Agent and each of the lenders under the Dollar Facility, which consent is being obtained concurrently herewith as required by ss.4 hereof)entity, (iii) do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or awar award presently in effect in which the Consignee is named in a manner which has or could reasonably be expected to have a Materially Adverse Effect, (iv) do not violate any provision of the Charter Documents of the Consignee, (v) do not result in any breach of or constitute a default under any agreement or instrument to which the Consignee is a party or by which it or any of its properties is bound, including without limitation any indenture, loan or credit agreement, lease, debt instrument or mortgage, in a manner which has or could reasonably be expected to have a Materially Adverse Effect, and (vi) do not result in or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature upon any of the assets or properties of the Consignee except in favor of the Consignor pursuant to the Security Documents.

Authority, No Conflicts, Etc. The execution, delivery and performance by the Consignee of this Amendment and by eFinlay of the eFinlay Guaranty and the eFinlay Security Agreement (each as hereinafter defined and collectively with this Amendment, the "Amendment Documents"), and the consummation of the transactions contemplated hereby and thereby (i) are within the corporate power of the Consignee and eFinlay and have been duly authorized by all necessary corporate action on the part of the ConsigneeConsignee and eFinlay, (ii) do not require any approval or consent of, or filing with, any governmental agency or authority, or any other person, association or entityentity (except for the consent of the Dollar Agent and the lenders under the Dollar Facility, which consent is being obtained concurrently herewith as required by ss.11 hereof), which bears on the validity of this Amendment, the other Amendment Documents or the Consignment Documents and which is required by law or the regulation or rule of any agency or authority, or other person, association or entity (except for the consent of the Dollar Agent and each of the lenders under the Dollar Facility, which consent is being obtained concurrently herewith as required by ss.4 hereof)entity, (iii) do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or awar award presently in effect in which the Consignee is named in a manner which has or could reasonably be expected to have a Materially Adverse Effect, (iv) do not violate any provision of the Charter Documents of the ConsigneeConsignee or eFinlay, (v) do not result in any breach of or constitute a default under any agreement or instrument to which the Consignee or eFinlay is a party or by which it or any of its properties is bound, including without limitation any indenture, loan or credit agreement, lease, debt instrument or mortgage, in a manner which has or could reasonably be expected to have a Materially Adverse Effect, and (vi) do not result in or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature upon any of the assets or properties of the Consignee or eFinlay except in favor of the Consignor pursuant to the Security Documents.

Authority, No Conflicts, Etc. The execution, delivery and performance by the Consignee of this Amendment and the consummation of the transactions contemplated hereby (i) are within the corporate power of the Consignee and have been duly authorized by all necessary corporate action on the part of the Consignee, (ii) do not require any approval or consent of, or filing with, any governmental agency or authority, or any other person, association or entityentity (except for the consent of the Dollar Agent and the lenders under the Dollar Facility, which consent is being obtained concurrently herewith as required by S11 hereof), which bears on the validity of this Amendment or the Consignment Documents and which is required by law or the regulation or rule of any agency or authority, or other person, association or entity (except for the consent of the Dollar Agent and each of the lenders under the Dollar Facility, which consent is being obtained concurrently herewith as required by ss.4 hereof)entity, (iii) do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or awar award presently in effect in which the Consignee is named in a manner which has or could reasonably be expected to have a Materially Adverse Effect, (iv) do not violate any provision of the Charter Documents of the Consignee, (v) do not result in any breach of or constitute a default under any agreement or instrument to which the Consignee is a party or by which it or any of its properties is bound, including without limitation any indenture, loan or credit agreement, lease, debt instrument or mortgage, in a manner which has or could reasonably be expected to have a Materially Adverse Effect, and (vi) do not result in or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature upon any of the assets or properties of the Consignee except in favor of the Consignor pursuant to the Security Documents.

Authority, No Conflicts, Etc. The execution, delivery and performance by the Consignee of this Amendment and the consummation of the transactions contemplated hereby (i) are i)__are within the corporate power of the Consignee and have been duly authorized by all necessary corporate action on the part of the Consignee, (ii) do ii)__do not require any approval or consent of, or filing with, any governmental agency or authority, or any other person, association or entityentity (except for the consent of the Dollar Agent and each of the lenders under the Dollar Facility, which consent is being obtained concurrently herewith as required by Section 10 hereof), which bears on the validity of this Amendment or the Consignment Documents and which is required by law or the regulation or rule of any agency or authority, or other person, association or entity (except for the consent of the Dollar Agent and each of the lenders under the Dollar Facility, which consent is being obtained concurrently herewith as required by ss.4 hereof)entity, (iii) do iii)__do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or awar award presently in effect in which the Consignee is named in a manner which has or could reasonably be expected to have a Materially Adverse Effect, (iv) do iv)__do not violate any provision of the Charter Documents of the Consignee, (v) do v)__do not result in any breach of or constitute a default under any agreement or instrument to which the Consignee is a party or by which it or any of its properties is bound, including without limitation any indenture, loan or credit agreement, lease, debt instrument or mortgage, in a manner which has or could reasonably be expected to have a Materially Adverse Effect, and (vi) do vi)__do not result in or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature upon any of the assets or properties of the Consignee except in favor of the Consignor pursuant to the Security Documents.

Authority, No Conflicts, Etc. The execution, delivery and performance by the Consignee of this Amendment and the consummation of the transactions contemplated hereby (i) are within the corporate power or partnership powers, as applicable, of the Consignee Borrowers and have been duly authorized by all necessary corporate or partnership action on the part of the ConsigneeBorrowers, (ii) do not require any approval or consent of, or filing with, any governmental agency or authorityauthority other than those already obtained or where failure to do so could not reasonably be expected to result in a materially adverse effect on Holdings and its Subsidiaries, or taken as a whole, and could not reasonably be expected to have any other person, association or entity, which bears adverse effect on the validity of this Amendment or the Consignment Documents and which is required by law or the regulation or rule enforceability of any agency or authority, or other person, association or entity (except for the consent of the Dollar Agent and each of the lenders under the Dollar FacilityLoan Documents, which consent is being obtained concurrently herewith as required by ss.4 hereof)including, without limitation, this Amendment, (iii) do not violate conflict with or result in any provisions breach or contravention of any provision of law, statute, rule or regulation to which any of the Borrowers is subject or any provision of any judgment, order, writ, judgment, injunction, decreelicense or permit applicable to any of the Borrowers, determination except where such violation or awar presently in contravention could not reasonably be expected to have a materially adverse effect in which on Holdings and its Subsidiaries, taken as a whole, and could not reasonably be expected to have any adverse effect on the Consignee is named enforceability of the Loan Documents, including, without limitation, this Amendment, (iv) do not conflict with any provision of the corporate charter or bylaws or other organizational documents of any of the Borrowers, (v) do not conflict with, or result in a manner breach of any material term, condition or provision of, or constitute a default under any agreement, trust deed, indenture, mortgage, or other instrument to which has any of the Borrowers is a party or by which any of the Borrowers or any of their properties is bound or affected or result in the creation of any mortgage, lien, pledge, charge, security interest, or other encumbrance upon any property of any Borrower, the consequences of which could reasonably be expected to have a Materially Adverse Effectmaterially adverse effect on Holdings and its Subsidiaries, (iv) do not violate any provision of the Charter Documents of the Consignee, (v) do not result in any breach of or constitute taken as a default under any agreement or instrument to which the Consignee is a party or by which it or any of its properties is bound, including without limitation any indenture, loan or credit agreement, lease, debt instrument or mortgage, in a manner which has or could reasonably be expected to have a Materially Adverse Effect, and (vi) do not result in or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature upon any of the assets or properties of the Consignee except in favor of the Consignor pursuant to the Security Documentswhole.

Authority, No Conflicts, Etc. The execution, delivery and performance by the Consignee of this Amendment and the JBR Asset Purchase Agreement and the consummation of the transactions contemplated hereby and thereby (i) are within the corporate power of the Consignee and have been duly authorized by all necessary corporate action on the part of the Consignee, (ii) do not require any approval or consent of, or filing with, any governmental agency or authority, or any other person, association or entityentity (except for the consent of the Dollar Agent and the lenders under the Dollar Facility, which consent is being obtained concurrently herewith as required by S7 hereof), which bears on the validity of this Amendment or the Consignment Documents and which is required by law or the regulation or rule of any agency or authority, or other person, association or entity (except for the consent of the Dollar Agent and each of the lenders under the Dollar Facility, which consent is being obtained concurrently herewith as required by ss.4 hereof)entity, (iii) do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or awar award presently in effect in which the Consignee is named in a manner which has or could reasonably be expected to have a Materially Adverse Effect, (iv) do not violate any provision of the Charter Documents of the Consignee, (v) do not result in any breach of or constitute a default under any agreement or instrument to which the Consignee is a party or by which it or any of its properties is bound, including without limitation any indenture, loan or credit agreement, lease, debt instrument or mortgage, in a manner which has or could reasonably be expected to have a Materially Adverse Effect, and (vi) do not result in or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature upon any of the assets or properties of the Consignee except in favor of the Consignor pursuant to the Security Documents.

Authority, No Conflicts, Etc. The execution, delivery and performance by the Consignee of this Amendment and the consummation of the transactions contemplated hereby (i) are within the corporate power of the Consignee and have been duly authorized by all necessary corporate action on the part of the Consignee, (ii) do not require any approval or consent of, or filing with, any governmental agency or authority, or any other person, association or entityentity (except for the consent of the Dollar Agent and each of the lenders under the Dollar Facility, which consent is being obtained concurrently herewith as required by Section 13 hereof), which bears on the validity of this Amendment or the Consignment Documents and which is required by law or the regulation or rule of any agency or authority, or other person, association or entity (except for the consent of the Dollar Agent and each of the lenders under the Dollar Facility, which consent is being obtained concurrently herewith as required by ss.4 hereof)entity, (iii) do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or awar award presently in effect in which the Consignee is named in a manner which has or could reasonably be expected to have a Materially Adverse Effect, (iv) do not violate any provision of the Charter Documents of the Consignee, (v) do not result in any breach of or constitute a default under any agreement or instrument to which the Consignee is a party or by which it or any of its properties is bound, including without limitation any indenture, loan or credit agreement, lease, debt instrument or mortgage, in a manner which has or could reasonably be expected to have a Materially Adverse Effect, and (vi) do not result in or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature upon any of the assets or properties of the Consignee except in favor of the Consignor pursuant to the Security Documents.

Authority, No Conflicts, Etc. The execution, delivery and performance by the Consignee of this Amendment and the consummation of the transactions contemplated hereby (i) are within the corporate power of the Consignee and have been duly authorized by all necessary corporate action on the part of the Consignee, (ii) do not require any approval or consent of, or filing with, any governmental agency or authority, or any other person, association or entity, which bears on the validity of this Amendment or the Consignment Documents and which is required by law or the regulation or rule of any agency or authority, or other person, association or entity (except for the consent of the Dollar Agent and each of the lenders under the Dollar Facility, which consent is being obtained concurrently herewith as required by ss.4 4 hereof), (iii) do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or awar award presently in effect in which the Consignee is named in a manner which has or could reasonably be expected to have a Materially Adverse Effect, (iv) do not violate any provision of the Charter Documents of the Consignee, (v) do not result in any breach of or constitute a default under any agreement or instrument to which the Consignee is a party or by which it or any of its properties is bound, including without limitation any indenture, loan or credit agreement, lease, debt instrument or mortgage, in a manner which has or could reasonably be expected to have a Materially Adverse Effect, and (vi) do not result in or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature upon any of the assets or properties of the Consignee except in favor of the Consignor pursuant to the Security Documents.

Authority, No Conflicts, Etc. The execution, delivery and performance by the Consignee of this Amendment and the consummation of the transactions contemplated hereby (i) are within the corporate power of the Consignee and have been duly authorized by all necessary corporate action on the part of the Consignee, (ii) do not require any approval or consent of, or filing with, any governmental agency or authority, or any other person, association or entity, which bears on the validity of this Amendment or the Consignment Documents and which is required by law or the regulation or rule of any agency or authority, or other person, association or entity (except for the consent of the Dollar Agent and each of the lenders under the Dollar Facility, which consent is being obtained concurrently herewith as required by ss.4 hereof), (iii) do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or awar award presently in effect in which the Consignee is named in a manner which has or could reasonably be expected to have a Materially Adverse Effect, (iv) do not violate any provision of the Charter Documents of the Consignee, (v) do not result in any breach of or constitute a default under any agreement or instrument to which the Consignee is a party or by which it or any of its properties is bound, including without limitation any indenture, loan or credit agreement, lease, debt instrument or mortgage, in a manner which has or could reasonably be expected to have a Materially Adverse Effect, and (vi) do not result in or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature upon any of the assets or properties of the Consignee except in favor of the Consignor pursuant to the Security Documents.