Common use of Authorization; No Breach; Approvals Clause in Contracts

Authorization; No Breach; Approvals. The execution, delivery and performance by each Credit Party of each Credit Document to which such Credit Party is a party and the consummation of the transactions contemplated thereby (a) are within such Credit Party’s powers, (b) have been duly authorized by all necessary corporate, limited liability company or partnership action, (c) do not contravene such Credit Party’s articles or certificate of incorporation or bylaws, partnership or limited liability company agreement, (d) do not contravene any Legal Requirement applicable to or binding upon such Credit Party, the contravention or violation of which could reasonably be expected to have a Material Adverse Effect, (e) do not and will not result in the breach of, or constitute a default under, any material agreement or instrument by which such Credit Party or any of its Property is bound, (f) do not and will not result in the creation of any Lien upon any Property of such Credit Party, except in favor of Administrative Agent or as expressly contemplated herein, and (g) do not require any authorization or approval or other action by, or any notice or filing with, any Governmental Authority, except those relating to performance as would ordinary be done in the ordinary course of business after the Effective Date. At the time of each Advance or the issuance, renewal, extension or increase of each Letter of Credit, such Advance and the use of the proceeds of such Advance or the issuance, renewal, extension or increase of such Letter of Credit (i) are within the Borrower’s corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene the Borrower’s certificate of incorporation or bylaws, (iv) do not contravene any Legal Requirement applicable to or binding upon the Borrower, the contravention of which could reasonably be expected to have a Material Adverse Effect, (v) do not result in a breach of , or constitute a default under, any material agreement or instrument by which the Borrower or any of its Properties is bound, (vi) will not result in or require the creation or imposition of any Lien upon any Property of the Borrower prohibited by this Agreement, and (vii) do not require any authorization or approval or other action by, or any notice or filing with, any Governmental Authority.

Authorization; No Breach; Approvals. (a) The execution, delivery and performance by each Credit Party of each Credit Document to which such Credit Party is a party this Agreement, the other agreements contemplated hereby, and the consummation of the transactions contemplated hereby and thereby (a) have been, with the exception of the requisite vote of the shareholders of Seller, duly and validly authorized by all requisite corporate action on the part of Seller, and no other corporate proceedings on the part of the Seller are within such Credit Party’s powersnecessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby. This Agreement and the other agreements contemplated hereby to be executed and delivered by Seller constitute the valid and binding obligations of Seller, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors' rights and by limitation on the availability of equitable remedies. (b) have been duly authorized by all necessary corporate, limited liability company or partnership action, (c) do not contravene such Credit Party’s articles or certificate of incorporation or bylaws, partnership or limited liability company agreement, (d) do not contravene any Legal Requirement applicable to or binding upon such Credit PartyExcept as set forth on Schedule 3.2, the contravention or violation execution, delivery and performance of which could reasonably this Agreement and the other agreements contemplated hereby to be expected to have a Material Adverse Effect, (e) do executed and delivered by Seller and the consummation of the transactions contemplated hereby and thereby does not and will not (i) conflict with or result in any breach, default or violation of any of the breach provisions of, (ii) give any third party the right to terminate or constitute a default to accelerate any obligation under, any material agreement or instrument by which such Credit Party or any of its Property is bound, (fiii) do not and will not result in the creation of any Lien of any kind upon any Property of such Credit Partythe Purchased Assets, except in favor of Administrative Agent or as expressly contemplated herein, and (giv) do not require any authorization or approval authorization, consent, approval, exemption or other action byby or notice to or filing with any court or other governmental or regulatory body or authority under the provisions of, Seller's articles of incorporation, operating agreement, or bylaws, the ESOP, or any notice indenture, mortgage, lease, loan agreement, license, contract, commitment, or filing other agreement (including, without limitation, any supplier agreement) or instrument to which Seller or the Purchased Assets are bound or affected, or any Legal Requirement, rule or regulation to which Seller or the Purchased Assets are subject. All authorizations, consents, approvals, exemptions, notices or filings will be obtained or made by Seller, as applicable, prior to the Closing Date. (c) Without limiting the generality of the foregoing, except for this Agreement, there are no agreements, options, commitments or rights with, of or to any Governmental Authority-14- Person to purchase or otherwise acquire any of the Purchased Assets or any interests therein, except those relating to performance as would ordinary be done entered into in the ordinary course Ordinary Course of business after the Effective Date. At the time of each Advance or the issuance, renewal, extension or increase of each Letter of Credit, such Advance and the use of the proceeds of such Advance or the issuance, renewal, extension or increase of such Letter of Credit (i) are within the Borrower’s corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene the Borrower’s certificate of incorporation or bylaws, (iv) do not contravene any Legal Requirement applicable to or binding upon the Borrower, the contravention of which could reasonably be expected to have a Material Adverse Effect, (v) do not result in a breach of , or constitute a default under, any material agreement or instrument by which the Borrower or any of its Properties is bound, (vi) will not result in or require the creation or imposition of any Lien upon any Property of the Borrower prohibited by this Agreement, and (vii) do not require any authorization or approval or other action by, or any notice or filing with, any Governmental AuthorityBusiness.

Authorization; No Breach; Approvals. (a) The execution, delivery and performance by each Credit Party of each Credit Document to which such Credit Party is a party this Agreement, the other agreements contemplated hereby, and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the respective boards of directors and shareholders of Seller and no other corporate proceedings on the part of Seller are within such Credit Party’s powersnecessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby. This Agreement and the other agreements contemplated hereby to be executed and delivered by Seller constitute the valid and binding obligations of Seller, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors' rights and by limitation on the availability of equitable remedies. (b) have been duly authorized by all necessary corporate, limited liability company or partnership action, (c) do not contravene such Credit Party’s articles or certificate of incorporation or bylaws, partnership or limited liability company agreement, (d) do not contravene any Legal Requirement applicable Except as set forth on Schedule 3.2 and except for the Third Party Approvals and Governmental Approvals that are required to or binding upon such Credit Partybe obtained, the contravention or violation execution, delivery and performance of which could reasonably this Agreement and the other agreements contemplated hereby to be expected to have a Material Adverse Effect, (e) do executed and delivered by Seller and the consummation of the transactions contemplated hereby and thereby does not and will not (i) conflict with or result in any breach, default or violation of any of the breach provisions of, (ii) give any third party the right to terminate or constitute a default to accelerate any obligation under, the provisions of Seller's articles of incorporation or organization, operating agreement, or bylaws, or any material indenture, mortgage, lease, loan agreement, license, contract, commitment, or other agreement or instrument by to which such Credit Party Seller or the Purchased Assets are bound or affected, or any of its Property is boundLegal Requirement, rule or regulation to which Seller or the Purchased Assets are subject; (fiii) do not and will not to Seller's Knowledge, result in the creation of any Lien of any kind upon any Property of such Credit Party, except in favor of Administrative Agent or as expressly contemplated herein, and (g) do not require any authorization or approval or other action bythe Purchased Assets, or any notice or filing with, any Governmental Authority, except those relating to performance as would ordinary be done in the ordinary course of business after the Effective Date. At the time of each Advance or the issuance, renewal, extension or increase of each Letter of Credit, such Advance and the use of the proceeds of such Advance or the issuance, renewal, extension or increase of such Letter of Credit (i) are within the Borrower’s corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene the Borrower’s certificate of incorporation or bylaws, (iv) do require any authorization, consent, approval, exemption or other -15- action by or notice to or filing with any court or other governmental or regulatory body or authority (except for the notification and waiting period under the HSR Act). Subject to obtaining the Governmental Approvals, except for antitrust laws prohibiting certain mergers and acquisitions, the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and thereby does not contravene and shall not violate any Legal Requirement applicable Requirements to or binding upon which Seller is subject. (c) Without limiting the Borrower, the contravention of which could reasonably be expected to have a Material Adverse Effect, (v) do not result in a breach of , or constitute a default under, any material agreement or instrument by which the Borrower or any of its Properties is bound, (vi) will not result in or require the creation or imposition of any Lien upon any Property generality of the Borrower prohibited by foregoing, except for this Agreement, and (vii) do not require there are no agreements, options, commitments or rights with, of or to any authorization Person to purchase or approval or other action by, otherwise acquire any of the Purchased Assets or any notice or filing withinterests therein, any Governmental Authorityexcept for the purchase and sale of Merchandise in the Ordinary Course of Business.

Authorization; No Breach; Approvals. The execution, delivery and performance by each Credit Party of each Credit Document to which such Credit Party is a party and the consummation of the transactions contemplated thereby (a) are within such Credit Party’s powers, (b) have been duly authorized by all necessary corporate, limited liability company or partnership action, (c) do not contravene such Credit Party’s articles or certificate of incorporation or bylaws, partnership or limited liability company agreement, (d) do not contravene any Legal Requirement applicable to or binding upon such Credit Party, the contravention or violation of which could reasonably be expected to have a Material Adverse Effect, (e) do not and will not result in the breach of, or constitute a default under, any material agreement or instrument by which such Credit Party or any of its Property is bound, (f) do not and will not result in the creation of any Lien upon any Property of such Credit Party, except in favor of Administrative Agent or as expressly contemplated herein, and (g) do not require any authorization or approval or other action by, or any notice or filing with, any Governmental Authority, except those relating to performance as would ordinary be done in the ordinary course of business after the Effective Date. At the time of each Advance or the issuance, renewal, extension or increase of each Letter of CreditAdvance, such Advance and the use of the proceeds of such Advance or the issuance, renewal, extension or increase of such Letter of Credit (i) are within the Borrower’s corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene the Borrower’s certificate of incorporation or bylaws, (iv) do not contravene any Legal Requirement applicable to or binding upon the Borrower, the contravention of which could reasonably be expected to have a Material Adverse Effect, (v) do not result in a breach of of, or constitute a default under, any material agreement or instrument by which the Borrower or any of its Properties is bound, (vi) will not result in or require the creation or imposition of any Lien upon any Property of the Borrower prohibited by this Agreement, and (vii) do not require any authorization or approval or other action by, or any notice or filing (other than routine tax filings) with, any Governmental Authority.

Authorization; No Breach; Approvals. (a) The execution, delivery and performance by each Credit Party of each Credit Document to which such Credit Party is a party this Agreement, the other agreements contemplated hereby, and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by all requisite corporate action on the part of Seller, and no other corporate proceedings on the part of the Seller are within such Credit Party’s powersnecessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby. This Agreement and the other agreements contemplated hereby to be executed and delivered by Seller constitute the valid and binding obligations of Seller, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors' rights and by limitation on the availability of equitable remedies. (b) have been duly authorized by all necessary corporate, limited liability company or partnership action, (c) do not contravene such Credit Party’s articles or certificate of incorporation or bylaws, partnership or limited liability company agreement, (d) do not contravene any Legal Requirement applicable to or binding upon such Credit PartyExcept as set forth on Schedule 3.2, the contravention or violation execution, delivery and performance of which could reasonably this Agreement and the other agreements contemplated hereby to be expected to have a Material Adverse Effect, (e) do executed and delivered by Seller and the consummation of the transactions contemplated hereby and thereby does not and will not (i) conflict with or result in any breach, default or violation of any of the breach provisions of, (ii) give any third party the right to terminate or constitute a default to accelerate any obligation under, any material agreement or instrument by which such Credit Party or any of its Property is bound, (fiii) do not and will not result in the creation of any Lien of any kind upon any Property of such Credit Partythe Purchased Assets, except in favor of Administrative Agent or as expressly contemplated herein, and (giv) do not require any authorization or approval authorization, consent, approval, exemption or other action byby or notice to or filing with any court or other governmental or regulatory body or authority, under the provisions of Seller's articles of incorporation, operating agreement, or bylaws or any indenture, mortgage, lease, loan agreement, license, contract, commitment, or other agreement (including, without limitation, any supplier agreement) or instrument to which Seller or the Purchased Assets are bound or affected, or any notice law, statute, rule or filing regulation to which Seller or the Purchased Assets are subject. (c) Without limiting the generality of the foregoing, except for this Agreement, there are no agreements, options, commitments or rights with, of or to any Governmental Authority-14- Person to purchase or otherwise acquire any of the Purchased Assets or any interests therein, except those relating to performance as would ordinary be done entered into in the ordinary course Ordinary Course of business after the Effective Date. At the time of each Advance or the issuance, renewal, extension or increase of each Letter of Credit, such Advance and the use of the proceeds of such Advance or the issuance, renewal, extension or increase of such Letter of Credit (i) are within the Borrower’s corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene the Borrower’s certificate of incorporation or bylaws, (iv) do not contravene any Legal Requirement applicable to or binding upon the Borrower, the contravention of which could reasonably be expected to have a Material Adverse Effect, (v) do not result in a breach of , or constitute a default under, any material agreement or instrument by which the Borrower or any of its Properties is bound, (vi) will not result in or require the creation or imposition of any Lien upon any Property of the Borrower prohibited by this Agreement, and (vii) do not require any authorization or approval or other action by, or any notice or filing with, any Governmental AuthorityBusiness.