Common use of Authorization of Borrowing Etc Clause in Contracts

Authorization of Borrowing Etc. (a) Each Obligor has duly authorized by all necessary corporate action the execution, delivery and performance of the Loan Documents to which it is a party. The execution, delivery and performance by each Obligor of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents to which it is a party do not and will not (i) (A) violate any provision of any law or any governmental rule or regulation or order applicable to or binding on such Obligor, (B) violate any provision of the Certificate or Articles of Incorporation or Bylaws of such Obligor, (C) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of such Obligor or any of its Subsidiaries except to the extent of any such violation, conflict, breach, default, or imposition of Lien (of which no Obligor has Actual Knowledge) which could not reasonably be expected to have a Material Adverse Effect, or (D) result in or require the creation or imposition of any Lien on any of the Collateral (except as permitted in the applicable Collateral Document) or on any other property (except as permitted under Section 5.13 hereof), or (ii) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of such Obligor or any of its Subsidiaries, except for such approvals or consents which will have been obtained on or before the Closing Date, except for any such approval or consent under a Contractual Obligation and the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect.

Authorization of Borrowing Etc. (a) Each a)Each Obligor has duly authorized by all necessary corporate action the execution, delivery and performance of the Loan Documents to which it is a party. The execution, delivery and performance by each Obligor of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents to which it is a party do not and will not (i) (A) violate any provision of any law or any governmental rule or regulation or order applicable to or binding on such Obligor, (B) violate any provision of the Certificate or Articles of Incorporation or Bylaws of such Obligor, (C) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of such Obligor or any of its Subsidiaries except to the extent of any such violation, conflict, breach, default, or imposition of Lien (of which no Obligor has Actual Knowledge) which could not reasonably be expected to have a Material Adverse Effect, or (D) result in or require the creation or imposition of any Lien on any of the Collateral (except as permitted in the applicable Collateral Document) or on any other property (except as permitted under Section 5.13 hereof), or (ii) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of such Obligor or any of its Subsidiaries, except for such approvals or consents which will have been obtained on or before the Closing Date, except for any such approval or consent under a Contractual Obligation and the failure to obtain which could not reasonably be expected to result in a Material Adverse Effect.

Authorization of Borrowing Etc. (a) Each Obligor of the Borrower and its Subsidiaries has duly authorized by all necessary corporate action the execution, delivery and performance of the Loan Documents to which it is a party. (b) The execution, delivery and performance by the Borrower and each Obligor of its Subsidiaries of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents to which it is a party do not and will not (i) (A) violate any provision of any law or any governmental rule or regulation or order applicable to the Borrower or any of its Subsidiaries, the certificate or articles of incorporation or by-laws of the Borrower or any of its Subsidiaries or any order, judgment or decree of any court or other agency of government binding on such Obligorthe Borrower or any of the Borrower's Subsidiaries, (B) violate any provision of the Certificate or Articles of Incorporation or Bylaws of such Obligor, (Cii) conflict with, result in a material breach of or constitute (with due notice or lapse of time or both) a default or require any payment under any Contractual Obligation of such Obligor the Borrower or any of its Subsidiaries except to the extent of any such violationSubsidiaries, conflict, breach, default, or imposition of Lien (of which no Obligor has Actual Knowledge) which could not reasonably be expected to have a Material Adverse Effect, or (Diii) result in or require the creation or imposition of any Lien on upon any of the Collateral properties or assets of the Borrower or any of the Borrower's Subsidiaries (except as permitted in other than pursuant to the applicable Collateral Document) or on any other property (except as permitted under Section 5.13 hereofLoan Documents), or (iiiv) require any approval of stockholders or any approval or consent of any Person under any material Contractual Obligation of such Obligor the Borrower or any of its the Borrower's Subsidiaries, except for such approvals or consents which will have been obtained on or before the Closing DateDate and are disclosed on Schedule 4.2(b). (c) The execution, delivery and performance by the Borrower and each of its Subsidiaries of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents to which it is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other Governmental Authority or regulatory body or any other Person except as disclosed on Schedule 4.2(c) and all of such registrations, consents, approvals, notices and other actions which are required to be obtained or made on or prior to the Closing Date have previously been obtained or made (it being understood that no representation is being made hereby as to whether the Board has made any determinations or findings required to be made by it under the Act and the Regulations as conditions to the issuance of the Board Guarantee). (d) The Borrower and each of its Subsidiaries has duly executed and delivered each of the Loan Documents to which it is party and each such Loan Document is the legally valid and binding obligation of the Borrower or such Subsidiary, as applicable, enforceable against the Borrower or such Subsidiary in accordance with its terms, except for any such approval as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or consent under a Contractual Obligation other similar laws relating to or affecting the enforcement of creditors' rights generally, and the failure to obtain which could not reasonably be expected to result by general principles of equity (regardless of whether considered in a Material Adverse Effectproceeding in equity or at law).