Authorization and Compliance with Laws and Material Agreements. Except as set forth on Schedule 5.4, the execution, delivery and performance by the Corporation of this Agreement and the Other Agreements to which it is or may in connection with the transactions contemplated hereby become a party, have been or prior to the consummation of such transactions will be duly authorized by all requisite action on the part of the Corporation and do not and will not violate the Certificate of Designation, or the Corporation's Articles of Incorporation or Bylaws or any law or any order of any court, governmental authority or arbitrator, and do not and will not upon the consummation of the transactions contemplated hereby conflict with, result in a breach of, or constitute a default under, or result in the imposition of any Lien upon any assets of the Corporation pursuant to the provisions of any loan agreement, indenture, mortgage, security agreement, franchise, permit, license or other instrument or agreement by which the Corporation or any of its properties is bound. Except as set forth on Schedule 5.4, no authorization, approval or consent of, and no filing or registration with, any court, governmental authority or third Person is or will be necessary for the execution, delivery or performance by the Corporation of this Agreement and the Other Agreements to which it is a party or the validity or enforceability thereof. All such authorizations, approvals, consents, filings and registrations described in Schedule 5.4 have been obtained. The Corporation is not in violation of any term of its Articles of Incorporation or Bylaws or any contract, agreement, judgment or decree and is in full compliance with all applicable laws, regulations and rules where such violation would cause a Material Adverse Effect. All officers of the Corporation to the best of their knowledge have complied with all material applicable laws, regulations and rules in the course and scope of their employment with the Corporation.
Authorization and Compliance with Laws and Material Agreements. The execution, delivery and performance by the Company of this Subscription Agreement, the Other Investor Agreements and any other agreements to which it is or may in connection with the transactions contemplated hereby become a party, have been or prior to the consummation of such transactions will be duly authorized by all requisite corporate action on the part of the Company and do not and will not violate its Articles of Incorporation or bylaws or any law or any order of any court, governmental authority or arbitrator, and do not and will not upon the consummation of the transactions contemplated hereby conflict with, result in a breach of, or constitute a default under, or result in the imposition of any Lien upon any assets of the Company pursuant to the provisions of any loan agreement, indenture, mortgage, security agreement, franchise, permit, license or other instrument or agreement by which the Company or any of its properties is bound. The Company has obtained all authorizations, approvals or consents of, and made all required filings or registrations with, any court, governmental authority or third Person that are necessary for the legally valid and enforceable execution, delivery or performance by the Company of this Subscription Agreement and the Other Investor Agreements. The Company is not in violation of any term of its Articles of Incorporation or bylaws or, in any material respect, of any contract, agreement, judgment or decree to which it is a party or by which it or any of its assets or properties are bound and is in material compliance with all applicable laws, regulations and rules.
Authorization and Compliance with Laws and Material Agreements. The execution, delivery and performance by the Company and the Guarantors of this Agreement, the Acquisition Documents, the Senior Loan Documents and the Other Agreements to which they are or may in connection with the transactions contemplated hereby become a party, have been or prior to the consummation of such transactions will be duly authorized by all requisite action on the part of the Company and the Guarantors and do not and will not violate in any material respect their respective Certificate of Incorporation or Bylaws or any law or any order of any court, governmental authority or arbitrator, and do not and will not upon the consummation of the transactions contemplated hereby conflict with, result in a breach in any material respect of, or constitute a default in any material respect under, or result in the imposition of any Lien (except Permitted Liens) upon any assets of the Company or any of the Guarantors pursuant to the provisions of any loan agreement, indenture, mortgage, security agreement, franchise, permit, license or other instrument or agreement by which the Company, any of the Guarantors, or any of their properties are bound. Except as set forth on Schedule 4.4, no authorization, approval or consent of, and no filing or registration with, any court, governmental authority or third Person is or will be necessary for the execution, delivery or performance by the Company and the Guarantors of this Agreement, the Acquisition Documents, the Senior Loan Documents, and the Other Agreements to which it is a party or the validity or enforceability thereof. All such authorizations, approvals, consents, filings and registrations described in Schedule 4.4 have been obtained. Neither the Company nor the Guarantors is in violation of any term of its respective Certificate of Incorporation or Bylaws, any material contract, agreement, judgment or decree and is in material compliance with all applicable laws, regulations and rules.
Authorization and Compliance with Laws and Material Agreements. The execution, delivery, and performance by Borrower of this Agreement, the Borrowings, and the execution, delivery and performance of the Notes and the other Loan Papers to which Borrower is or may become a party have been duly authorized by all requisite action on the part of Borrower and do not and will not violate the articles of incorporation or bylaws, or their equivalent, of Borrower or any law or any order of any court, governmental authority or arbitrator and do not and will not conflict with, result in a breach of, or constitute a default under, or result in the imposition of any Lien (except as provided in Article V) upon any assets of Borrower pursuant to the provisions of any indenture, mortgage, deed of trust, security agreement, franchise, permit, license, or other instrument or agreement to which Borrower or its properties is bound.
Authorization and Compliance with Laws and Material Agreements. The execution, delivery and performance of this Agreement and the Guaranty Agreement by Guarantor have been duly authorized by all requisite corporate action on the part of Guarantor and will not violate the articles of incorporation or bylaws of Guarantor and will not violate any provision of law, or order of any court or governmental agency affecting Guarantor in any material respect, and will not conflict with, result in a breach of the provisions of, constitute a default under, or result in the imposition of any lien, charge, or encumbrance upon any assets of Guarantor pursuant to the provisions of any indenture, mortgage, deed of trust, franchise, permit, license, note or other agreement or instrument to which Guarantor may be bound. No approval or consent from any Governmental Authority or other third party is required in connection with the execution of or performance under this Agreement and the Guaranty Agreement by Guarantor.
Authorization and Compliance with Laws and Material Agreements. The execution, delivery and performance of this Loan Agreement and the Loan Documents, and the borrowings hereunder, by Borrower have been duly authorized by all requisite corporate action on the part of Borrower and will not violate the partnership agreement of Borrower and will not violate any provision of law, or order of any court or governmental agency affecting Borrower in any respect, and will not conflict with, result in a breach of the provisions of, constitute a default under, or result in the imposition of any lien, charge, or encumbrance upon any assets of Borrower pursuant to the provisions of any indenture, mortgage, deed of trust, franchise, permit, license, note or other agreement or instrument to which Borrower may be bound. No approval or consent from any Governmental Authority or other third party is required in connection with the execution of or performance under this Loan Agreement and the Loan Documents by Borrower.
Authorization and Compliance with Laws and Material Agreements. The execution, delivery and performance by Borrower and Guarantor of this Agreement and the other Loan Documents to which Borrower and Guarantor are or may become parties have been duly authorized by all requisite action on the part of Borrower and Guarantor and do not and will not violate the Certificates of Incorporation of Borrower and Guarantor, or any law or any order of any court, governmental authority or arbitrator, and do not and will not conflict with, result in a breach of, or constitute a default under, or result in the imposition of any Lien (except as provided in Article 4.) upon any assets of Borrower and Guarantor pursuant to the provisions of any indenture, mortgage, deed of trust, pledge agreement, franchise, permit, license or other instrument or agreement by which Borrower or Guarantor or their respective properties is bound.
Authorization and Compliance with Laws and Material Agreements. The execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, the borrowing hereunder and the pledge of its Collateral for the Obligations, by Borrower has been duly authorized by all requisite corporate action on the part of Borrower and will not violate the Certificate of Incorporation or Bylaws of Borrower and will not violate any provision of law, or order of any court or governmental agency affecting it in any respect, and will not conflict with, result in a breach of the provisions of, constitute a default under, or result in the imposition of any lien, charge, or encumbrance upon any assets of Borrower pursuant to the provisions of any indenture, mortgage, deed of trust, franchise, permit, license, note or other agreement or instrument to which Borrower may be bound. No approval or consent from any Tribunal or other third party is required in connection with the execution of or performance by Borrower under this Agreement and the other Loan Documents to which Borrower is a party other than the Leasehold Deed of Trust other than the Leasehold Deed of Trust. The execution, delivery and performance of this Agreement and the other Loan Documents to which The Wornick Company Right Away Division, L.P. is a party, and the providing of Collateral thereunder for the borrowing hereunder, by such Subsidiary has been duly authorized by all requisite action on the part of such Subsidiary and will not violate the Certificate of Limited Partnership or the Limited Partnership Agreement of The Wornick Company Right Away Division, L.P. and will not violate any provision of law, or order of any court or governmental agency affecting it in any respect, and will not conflict with, result in a breach of the provisions of, constitute a default under, or result in the imposition of any lien, charge or encumbrance of any assets of such Subsidiary pursuant to the provisions of any indenture, mortgage, deed of trust, franchise, permit, license, note or other agreement or instrument to which such Subsidiary may be bound. No approval or consent from any Tribunal or other third party is required in connection with the execution of or performance by The Wornick Company Right Away Division, L.P. under this Agreement and the other Loan Documents to which such Subsidiary is a party. The execution, delivery and performance of this Agreement and the other Loan Documents to which TWC, Right Away Management Corporation and The Wornick Com...
Authorization and Compliance with Laws and Material Agreements. The execution, delivery and performance by the Company and each Guarantor, as applicable, of this Agreement, the Acquisition Documents, the Senior Loan Documents, and the Other Agreements to which it is or may in connection with the transactions contemplated hereby become a party, have been or prior to the consummation of such transactions contemplated hereby will be duly authorized by 0 requisite action on the part of the Company and each Guarantor, as applicable, and do not and 'will not violate its Articles of Incorporation or Bylaws or other organizational documents, as applicable, or any law or any order of any court, governmental authority or arbitrator, and do not and will not upon the consummation of the transactions contemplated hereby conflict with, result in a breach of, or constitute a default under, or result in the imposition of any Lien (except Permitted Liens) upon any assets of the Company or any Guarantor pursuant to the provisions of any loan agreement, indenture, mortgage, security agreement, franchise, permit, license or other instrument or agreement by which the Company, any Guarantor or any of their properties is bound. Except as set forth on Schedule 5.4, no authorization, approval or consent of, and no filing or registration with, any court, governmental authority or third Person is or will be necessary for the execution, delivery or performance by the Company or any Guarantor, as applicable, of this Agreement, the Acquisition Documents, the Senior Loan Documents, and the Other Agreements to which it is a party or the validity or enforceability thereof All such authorizations, approvals, consents, filings and registrations described in Schedule 5.4 have been obtained. Neither the Company nor any Guarantor is in violation of any term of its Articles of Incorporation or Bylaws or other organizational document, any contract, agreement, judgment or decree and is in full compliance with afl applicable laws, regulations and rules.
Authorization and Compliance with Laws and Material Agreements. The execution, delivery and performance by the Company of this Agreement and the Other Agreements to which it is or may in connection with the transactions contemplated hereby become a party, have been or prior to the consummation of such transactions will be duly authorized by all requisite action on the part of the Company and do not and will not violate its Articles of Incorporation or Bylaws or any law or any order of any court, governmental authority or arbitrator, and do not and will not upon the consummation of the transactions contemplated hereby conflict with, result in a breach of, or constitute a default under, or result in the imposition of any Lien (except Permitted Liens) upon any assets of the Company pursuant to the provisions of any loan agreement, indenture, mortgage, security agreement, franchise, permit, license or other instrument or agreement by which the Company or any of its properties is bound. Except as set forth on Schedule 3.4, no authorization, approval or consent of, and no filing or registration with, any court, governmental authority or third Person is or will be necessary for the execution, delivery or performance by the Company of this Agreement and the Other Agreements to which it is a party or the validity or enforceability thereof. All such authorizations, approvals, consents, filings and registrations described in Schedule 3.4 have been obtained. The Company is not in violation of any term of its Articles of Incorporation or Bylaws or any contract, agreement, judgment or decree and, to the best of its knowledge, is in full compliance with all applicable laws, regulations and rules.
