Common use of Authorization; No Conflict Clause in Contracts

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, to borrow monies hereunder (in the case of Borrowers), and to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Borrower and each other Loan Party of this Agreement and of each Loan Document to which it is a party, and the borrowings by Borrowers hereunder, do not and will not (a) require any consent or approval of any Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law), (ii) the charter, by-laws, constitution or other organizational documents of any Borrower or any other Loan Party or (iii) any material agreement (including, without limitation, the Shareholders Deed), indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower or any other Loan Party or any of its properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Borrower or any other Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents).

Appears in 4 contracts

Samples: Credit Agreement (SWK Holdings Corp), Credit Agreement (Parnell Pharmaceuticals Holdings Pty LTD), Credit Agreement (Parnell Pharmaceuticals Holdings Pty LTD)

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Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower is duly authorized to borrow monies hereunder (in the case of Borrowers)hereunder, and each Loan Party and each of its Subsidiaries is duly authorized to perform its Obligations obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Borrower Loan Party and each other Loan Party of this Agreement and its Subsidiaries of each Loan Document to which it is a party, and the borrowings by Borrowers Borrower hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law)law, (ii) the charter, by-laws, constitution laws or other organizational documents of any Borrower or any other Loan Party and any of their respective Subsidiaries or (iii) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower or any other Loan Party and any of its Subsidiaries or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Borrower or any other Loan Party (other than Liens in favor of Administrative Agent created pursuant to the Collateral Documents).

Appears in 4 contracts

Samples: Term Loan Credit Agreement (Qumu Corp), Term Loan Credit Agreement (Qumu Corp), Term Loan Credit Agreement

Authorization; No Conflict. Each (a) The execution, delivery and performance by each Loan Party is duly authorized to execute and deliver of each Loan Document to which it is a party, to borrow monies hereunder (in party has been duly authorized by all necessary action on the case part of Borrowers), and to perform its Obligations under each Loan Party that is party thereto and each such Loan Document to which it is a partyhas been duly executed and delivered by each such Loan Party party thereto. (b) The execution, delivery and performance by each Borrower and each other Loan Party of this Agreement and of each Loan Document to which it is a party, and the borrowings by Borrowers the Company hereunder, do not and will not (ai) require any consent or approval of of, filing with or notice to, any Governmental Authority or any other Person (other than any consent or approval which has been obtained and or filing or notice which has been made, and, in each case, which is in full force and effect), (bii) conflict with (iA) any provision of applicable law (including any Health Care Law), (iiB) the charter, by-laws, constitution laws or other organizational documents of any Borrower or any other Loan Party or (iiiC) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower or any other Loan Party or any of its properties their respective properties, except with respect to clauses (A) or (cC) to the extent such conflict would not have a Material Adverse Effect or (iii) require, or result in, the creation or imposition of any Lien on any asset of any Borrower or any other Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents)Party.

Appears in 4 contracts

Samples: Credit Agreement (Centene Corp), Credit Agreement (Centene Corp), Credit Agreement (Centene Corp)

Authorization; No Conflict. Each of the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder (in and each of the case of Borrowers), Company and each other Loan Party is duly authorized to perform its Obligations obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company of this Agreement and by each Borrower of the Company and each other Loan Party of this Agreement and of each Loan Document to which it is a party, and the borrowings by Borrowers the Company hereunder, do not and will not (a) require any consent or approval of any Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law)law, (ii) the charter, by-laws, constitution laws or other organizational documents of any Borrower the Company or any other Loan Party or (iii) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower the Company or any other Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Borrower Subsidiary or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents).

Appears in 3 contracts

Samples: Credit Agreement (Penske Automotive Group, Inc.), Credit Agreement (Penske Automotive Group, Inc.), Fourth Amended and Restated Credit Agreement (Penske Automotive Group, Inc.)

Authorization; No Conflict. Each The Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, ; the Company is duly authorized to borrow monies hereunder (in and each of the case of Borrowers), Company and each other Loan Party is duly authorized to perform its Obligations obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Borrower the Company of this Agreement and by the Company and each other Loan Party of this Agreement and of each Loan Document to which it is a party, and the borrowings by Borrowers the Company hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law)law, (ii) the charter, by-laws, constitution laws or other organizational documents of any Borrower the Company or any other Loan Party or (iii) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower the Company or any other Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Borrower Subsidiary or any other Loan Party (other than Liens in favor of Agent Lender created pursuant to the Collateral Documents).

Appears in 1 contract

Samples: Credit Agreement (CTN Media Group Inc)

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document and each Related Agreement to which it is a party, each Borrower is duly authorized to borrow monies hereunder (in the case of Borrowers)hereunder, and each Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Borrower and each other Loan Party of this Agreement and by each Loan Party of each Loan Document to which it is a party, and the borrowings by Borrowers hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law)law, (ii) the charter, by-laws, constitution laws or other organizational documents of any Borrower or any other Loan Party or (iii) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower or any other Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Borrower or any other Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents).

Appears in 1 contract

Samples: Credit Agreement (Rosetta Stone Inc)

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, each Loan Document to which any Loan Party is a party has been executed on behalf of such Loan Party by a legally competent Person duly authorized to do so, the Company is duly authorized to borrow monies hereunder (in the case of Borrowers), and each Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Borrower and each other Loan Party of this Agreement and of each Loan Document to which it is a party, and the borrowings by Borrowers the Company hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law)law, (ii) the charter, by-laws, constitution laws or other organizational documents of any Borrower or any other Loan Party or (iii) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower or any other Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Borrower or any other Loan Party (other than Liens in favor of the Administrative Agent created pursuant to the Collateral Documents).

Appears in 1 contract

Samples: Credit Agreement (Centene Corp)

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Authorization; No Conflict. Each (a) The execution, delivery and performance by each Loan Party is duly authorized to execute and deliver of each Loan Document to which it is a party, to borrow monies hereunder (in party has been duly authorized by all necessary action on the case part of Borrowers), and to perform its Obligations under each Loan Party that is party thereto and each such Loan Document to which it is a party. The has been duly executed and delivered by each such Loan Party thereto; and (b) the execution, delivery and performance by each Borrower and each other Loan Party of this Agreement and of each Loan Document to which it is a party, and the borrowings by Borrowers the Company hereunder, do not and will not (ai) require any consent or approval of of, filing with or notice to, any Governmental Authority or any other Person (other than any consent or approval which has been obtained and or filing or notice which has been made, and, in each case, which is in full force and effect), (bii) conflict with (iA) any provision of applicable law (including any Health Care Law), (iiB) the charter, by-laws, constitution laws or other organizational documents of any Borrower or any other Loan Party or (iiiC) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower or any other Loan Party or any of its properties their respective properties, except with respect to clauses (A) or (cC) to the extent such conflict would not have a Material Adverse Effect or (iii) require, or result in, the creation or imposition of any Lien on any asset of any Borrower or any other Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents)Party.

Appears in 1 contract

Samples: Credit Agreement (Centene Corp)

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder (in the case of Borrowers), and each Loan Party is duly authorized to perform its Obligations obligations under each Loan Document to which it is a party. The Except as set forth on Schedule 9.2, the execution, delivery and performance by each Borrower and each other Loan Party the Company of this Agreement and by each Loan Party of each Loan Document to which it is a party, and the borrowings by Borrowers the Company hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Lawthe 1940 Act), (ii) the charter, by-laws, constitution laws or other organizational documents of any Borrower the Company or any other Loan Party or (iii) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower the Company or any other Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Company, any Borrower Subsidiary or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents).

Appears in 1 contract

Samples: Credit Agreement (American Capital Strategies LTD)

Authorization; No Conflict. Each of the Company and each other Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder (in and each of the case of Borrowers), Company and each other Loan Party is duly authorized to perform its Obligations obligations under each Loan Document to which it is a party. The execution, delivery and performance by the Company of this Agreement and by each Borrower of the Company and each other Loan Party of this Agreement and of each Loan Document to which it is a party, and the borrowings by Borrowers the Company hereunder, do not and will not (a) require any consent or approval of any Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law)law, (ii) the charter, by-laws, constitution laws or other organizational documents of any Borrower the Company or any other Loan Party or (iii) any material agreement (including, without limitation, the Shareholders Deed)agreement, indenture, instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower the Company or any other Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Borrower the Company or any other Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents).

Appears in 1 contract

Samples: Credit Agreement (Global Technovations Inc)

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