Common use of Authorization and Contravention Clause in Contracts

Authorization and Contravention. The execution and delivery by Borrower of each Loan Document and the performance by Borrower of its obligations thereunder (a) are within the corporate power of Borrower, (b) have been duly authorized by all necessary corporate action on the part of Borrower, (c) require no action by or in respect of Authorizations of or filing with, any Governmental Authority, which action, Authorization, or filing has not been taken, received, or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Document) other than filing of the Loan Documents pursuant to securities Legal Requirements, (d) will not violate any provision of the Constituent Documents of any Company, (e) will not violate any provision of any Legal Requirement applicable to any Company, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which any Company is a party, other than such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Company.

Authorization and Contravention. The execution and delivery by Borrower each Obligor of each Loan Document to which it is a party and the performance by Borrower such Obligor of its obligations thereunder (a) are within the corporate power of Borrowersuch Obligor, (b) have been duly authorized by all necessary corporate action on the part of Borrowersuch Obligor, (c) require no action by or in respect of Authorizations of of, or filing with, any Governmental Authority, which action, Authorization, action or filing has not been taken, received, taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Document) other than filing of the Loan Documents pursuant to securities Legal Requirements), (d) will not violate any provision of the Constituent Documents of any Company, (e) will not violate any provision of any Legal Requirement Law applicable to any Company, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which any Company is a party, other than such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any material asset of any Company.

Authorization and Contravention. The execution execution, delivery, and delivery performance by Borrower of each Loan Document Paper and the performance by Borrower of its obligations thereunder (a) are within the corporate power of Borrower, (b) will have been duly authorized by all necessary corporate action on the part of BorrowerBorrower when such Loan Paper is executed and delivered, (c) require no action by or in respect of Authorizations of of, consent of, or filing with, any Governmental Authority, which action, Authorizationconsent, or filing has not been taken, received, taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Document) other than filing of the Loan Documents pursuant to securities Legal RequirementsDate, (d) will not violate any provision of the Constituent Documents charter or bylaws of any CompanyBorrower, (e) will not violate any provision of any Legal Requirement Law applicable to any Companyit, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings undertakings to which any Company it is a party, other than such violations which could not be a Material Adverse Event, or and (g) will not result in the creation or imposition of any Lien on any asset of any CompanyConsolidated Company that is material in relation to the Consolidated Companies taken as a whole.

Authorization and Contravention. The execution and delivery by Borrower each Company of each Loan Document Paper to which it is a party and the performance by Borrower such Company of its obligations thereunder (a) are within the corporate power of Borrowersuch Company, (b) will have been duly authorized by all necessary corporate or partnership action on the part of Borrowersuch Company when such Loan Paper is executed and delivered, (c) require no action by or in respect of Authorizations of of, or filing with, any Governmental Authority, which action, Authorization, action or filing has not been taken, received, taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Document) other than filing of the Loan Documents pursuant to securities Legal RequirementsPaper), (d) will not violate any provision of the Constituent Documents charter, bylaws, or partnership agreement of any such Company, (e) will not violate any provision of any Legal Requirement Law applicable to any Companyit, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which any Company it is a party, other than such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Company. The Companies have (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect the Sygnet Merger and any other any asset transfer, change of control, merger, or consolidation permitted by the Loan Papers.

Authorization and Contravention. The execution and delivery by Borrower of each Loan Document and the performance by Borrower of its obligations thereunder (a) are within the CREDIT AGREEMENT corporate power of Borrower, (b) have been duly authorized by all necessary corporate action on the part of Borrower, (c) require no action by or in respect of Authorizations of or filing with, any Governmental Authority, which action, Authorization, or filing has not been taken, received, or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Document) other than filing of the Loan Documents pursuant to securities Legal Requirements, (d) will not violate any provision of the Constituent Documents of any Company, (e) will not violate any provision of any Legal Requirement applicable to any Company, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which any Company is a party, other than such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Company.

Authorization and Contravention. The execution and delivery by Borrower of each Loan Document and the performance by Borrower of its obligations thereunder (a) are within the corporate power of Borrower, (b) have been duly authorized by all necessary corporate action on the part of Borrower, (c) require no action by or in respect of Authorizations of or filing with, any Governmental Authority, which action, Authorization, or filing has not been taken, received, or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Document) other than filing of the Loan Documents pursuant to securities Legal Requirements, (d) will not violate any provision of the Constituent Documents of any Company, (e) will not violate any provision of any Legal Requirement applicable to any Company, other than such violations which individually or collectively could not be a LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT 37 Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which any Company is a party, other than such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Company.

Authorization and Contravention. The execution execution, delivery and delivery by Borrower of each Loan Document and the performance by Borrower or any Subsidiary of any Loan Document, and its respective obligations thereunder (a) are within the corporate power powers of BorrowerBorrower or the Subsidiary, (b) will have been duly authorized by all necessary corporate action on behalf of the part of BorrowerBorrower or such Subsidiary when such Loan Documents are executed and delivered, (c) require no action by or in respect of Authorizations of of, consent of, or filing with, any Governmental Authoritygovernmental authority, which action, Authorizationconsent, or filing has not been taken, received, taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Document) other than filing of the Loan Documents pursuant to securities Legal Requirementsthis Agreement, (d) will not violate any provision of the Constituent Documents charter or bylaws of any CompanyBorrower or such Subsidiary, (e) will not violate any provision of any Legal Requirement Law applicable to any Companyit, other than such violations which that individually or collectively could would not be constitute a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, commitments or understandings to which any Company it is a party, other than such violations which could that would not be constitute a Material Adverse Event, or and (g) except for Liens created by the Loan Documents, will not result in the creation or imposition of any Lien on any asset of any Consolidated Company, except as approved by Lender in writing.

Authorization and Contravention. The execution and delivery by Borrower each Obligor of each Loan Document to which it is a party and the performance by Borrower such Obligor of its obligations thereunder (a) are within the corporate corporate, partnership or limited liability company power of Borrowersuch Obligor, (b) have been duly authorized by all necessary corporate corporate, partnership or limited liability company action on the part of Borrowersuch Obligor, (c) require no action by or in respect of Authorizations of of, or filing with, any Governmental Authority, which action, Authorization, action or filing has not been taken, received, taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Document) other than filing of the Loan Documents pursuant to securities Legal Requirements), (d) will not violate any provision of the Constituent Documents of any Company, (e) will not violate any provision of any Legal Requirement applicable to any Company, other than such violations which individually or collectively could are not be reasonably likely to result in a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which any Company is a party, other than such violations which could are not be reasonably likely to result in a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any CompanyCompany (other than pursuant to the Loan Documents).