Common use of Authorization of Borrowing Clause in Contracts

Authorization of Borrowing. No Conflict as to Law or Agreements. The execution, delivery and performance by each Company of the Loan Documents and Guarantor Documents to which it is a party, and the borrowings from time to time hereunder by the Borrowers, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of any Company's shareholders; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to any Company or of any Company's articles of incorporation and bylaws; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which any Company is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any Lien (other than the Security Interest and the Liens granted under the Security Documents and the Guarantor Documents) upon or with respect to any of the properties now owned or hereafter acquired by any Company.

Authorization of Borrowing. No Conflict as to Law or ------------------------------------------------------- Agreements. The execution, delivery and performance by the Borrower and each Company of ---------- its Subsidiaries of the Loan Documents and Guarantor Documents to which it is a party, party and the borrowings Borrowings and requests for Letters of Credit from time to time hereunder by the Borrowers, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the stockholders of the Borrower or any Company's shareholders; (ii) require of its Subsidiaries, or any authorization, consent or approval by, or registration, declaration or filing with, or notice to, by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has have already been obtained, accomplished or given prior to the date hereof; (iiiii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or any Company of its Subsidiaries or of the Articles of Incorporation or Bylaws of the Borrower or any Company's articles of incorporation and bylaws; its Subsidiaries (ivor Articles of Organization, Operating Agreement, or any other governing document of a Subsidiary in the case of a Subsidiary that is organized as a business entity other than a corporation), (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower or any Company of its Subsidiaries is a party or by which it or its properties may be bound or affected; , or (viv) result in, or require, the creation or imposition of any Lien (or other than the Security Interest and the Liens granted under the Security Documents and the Guarantor Documents) charge or encumbrance of any nature upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or any Companyof its Subsidiaries.

Authorization of Borrowing. No Conflict as to Law or -------------------------------------------------------- Agreements. The execution, delivery and performance by each Company the Loan Parties of the ---------- Loan Documents and Guarantor Documents to which it is a party, and the borrowings from time to time hereunder by the Borrowers, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of any Company's shareholdersthe Loan Parties' Owners; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, including Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to any Company Loan Party or of any CompanyLoan Party's articles of incorporation and bylawsConstituent Documents; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which any Company Loan Party is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any Lien (other than the Security Interest and the Liens granted under the Security Documents and the Guarantor DocumentsInterest) upon or with respect to any of the properties now owned or hereafter acquired by any CompanyLoan Party.

Authorization of Borrowing. No Conflict as to Law or Agreements. The execution, delivery and performance by each Company the Borrower of the Loan Documents and Guarantor Documents to which it is a party, and the borrowings from time to time hereunder hereunder, and the execution, delivery and performance by the Borrowerseach Subsidiary of that Subsidiary's Subsidiary Documents, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the stockholders of the Borrower or any Company's shareholders; (ii) require Subsidiary, or any authorization, consent or approval by, or registration, declaration or filing with, or notice to, by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iiiii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or any Company Subsidiary or of the Articles of Incorporation or Bylaws of the Borrower or any Company's articles of incorporation and bylaws; Subsidiary, (iviii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower or any Company Subsidiary is a party or by which it or its properties may be bound bebound or affected; , or (viv) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature (other than those in favor of the Security Interest and the Liens granted under the Security Documents and the Guarantor DocumentsBank) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or any CompanySubsidiary.

Authorization of Borrowing. No Conflict as to Law or Agreements. The execution, delivery and performance by each Company the Borrower of the Loan Documents and Guarantor Documents to which it is a party, and the borrowings from time to time hereunder by the Borrowers, have been duly authorized by all necessary corporate action and by all necessary public utilities commissions and any other regulatory bodies having jurisdiction over the Borrower (except as noted in Schedule 4.2 to the Agreement with respect to Borrowings made after December 31, 2006), and do not and will not (i) require any consent or approval of any Company's shareholders; (ii) require the stockholders of the Borrower, or any authorization, consent or approval by, or registration, declaration or filing with, or notice to, by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third partyother than Authorizing Orders set forth in Schedule 4.2 that (except as noted therein with respect to Borrowings made after December 31, except such authorization, consent, approval, registration, declaration, filing or notice as has 2006) have been obtained, accomplished or given prior obtained and copies of which have been delivered to the date hereof; Agent pursuant to Section 3.1, (iiiii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to any Company the Borrower or of any Company's the articles of incorporation and bylaws; or bylaws of the Borrower, (iviii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which any Company the Borrower is a party or by which it or its properties may be bound or affected; , or (viv) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature (other than those in favor of the Security Interest and Agent to secure one or more of the Liens granted under the Security Documents and the Guarantor DocumentsObligations) upon or with respect to any of the properties now owned or hereafter acquired by any Companythe Borrower.

Authorization of Borrowing. No Conflict as to Law or Agreements. The execution, delivery and performance by each Company the Borrower of the Loan Documents and Guarantor Documents to which it is a party, and the -22- borrowings from time to time hereunder by the Borrowers, have been duly authorized by all necessary corporate action and do not and will not (ia) require any consent or approval of any Company's shareholders; the stockholders of either Royal Grip or Roxxi, (iib) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; , (iiic) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to any Company either Royal Grip or Roxxi or of any Companythe Articles of Incorporation or Bylaws of either Royal Grip or Roxxi, (d) to the best of both of the Borrower's articles of incorporation and bylaws; (iv) knowledge after due inquiry, result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which any Company either Royal Grip or Roxxi is a party or by which it or its properties may be bound or affected; , or (ve) result in, or require, the creation or imposition of any Lien mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Security Interest and the Liens granted under the Security Documents and the Guarantor DocumentsInterests) upon or with respect to any of the properties now owned or hereafter acquired by any Companyeither Royal Grip or Roxxi.

Authorization of Borrowing. No Conflict as to Law or ---------------------------------------------------- Agreements. The execution, delivery and performance by each Company the Borrower of the Loan ---------- Documents and Guarantor Documents to which it is a party, and the borrowings from time to time hereunder by the Borrowers, have been duly authorized by all necessary corporate action or company action, as applicable, and do not and will not (i) require any consent or approval of any Companythe Borrower's shareholdersOwners that has not been obtained; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) to the Borrowers' knowledge after due inquiry, violate any provision of any law, rule or regulation (including, without limitation, including Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to any Company the Borrower or of any Companythe Borrower's articles of incorporation and bylawsConstituent Documents, in either case that would result in a Material Adverse Effect; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which any Company the Borrower is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any Lien (other than the Security Interest and the Liens granted under the Security Documents and the Guarantor DocumentsInterest) upon or with respect to any of the properties now owned or hereafter acquired by any Companythe Borrower.

Authorization of Borrowing. No Conflict as to Law or Agreements. The execution, delivery and performance by each Company the Borrowers of the Loan Documents and Guarantor Documents to which it is a party, and the borrowings from time to time hereunder by the Borrowers, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of any CompanyBorrower's shareholders; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to any Company Borrower or of any Company's its articles of incorporation and bylawsincorporation; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which any Company Borrower is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any Lien mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Security Interest and the Liens granted under the Security Documents and the Guarantor DocumentsInterest) upon or with respect to any of the properties now owned or hereafter acquired by any CompanyBorrower.

Authorization of Borrowing. No Conflict as to Law or AgreementsNO CONFLICT AS TO LAW OR AGREEMENTS. The execution, delivery and performance by each Company LPC and EMI of the Loan Documents and Guarantor Documents to which it is a party, and the borrowings from time to time hereunder by the Borrowers, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of any Company's shareholderstheir stockholders; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to any Company them or of any Company's their articles of incorporation and or bylaws; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which any Company either of them is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any Lien mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Security Interest and the Liens granted under the Security Documents and the Guarantor DocumentsInterest) upon or with respect to any of the properties now owned or hereafter acquired by any Companythe Borrower.

Authorization of Borrowing. No Conflict as to Law or Agreements. The execution, delivery and performance by each Company the Borrower of the Loan Documents and Guarantor Documents to which it is a party, and the borrowings from time to time hereunder by the Borrowers, have been duly authorized by all necessary corporate company action and do not and will not (i) require any consent or approval of any Companythe Borrower's shareholdersOwners; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to or on the date hereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, including Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to any Company the Borrower or of any Companythe Borrower's articles of incorporation and bylawsConstituent Documents; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which any Company the Borrower is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any Lien (other than the Security Interest and the Liens granted under the Security Documents and the Guarantor DocumentsInterest) upon or with respect to any of the properties now owned or hereafter acquired by any Companythe Borrower.

Authorization of Borrowing. No Conflict as to Law or AgreementsNO CONFLICT AS TO LAW OR OTHER AGREEMENTS. The execution, delivery and performance by each Company the BORROWER of the Loan Documents and Guarantor Documents to which it is a party, LOAN DOCUMENTS and the borrowings from time to time hereunder by the Borrowers, have been duly authorized by all necessary corporate action actions of the BORROWER and do not and will not (ia) require any consent or approval of any Company's shareholders; (ii) require any approval, or authorization, consent or approval by, or registration, declaration or filing with, or notice to, by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iiib) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to any Company the BORROWER, or of any Company's articles the operating agreement of incorporation and bylaws; the BORROWER, (ivc) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which any Company the BORROWER is a party or by which it or its properties may be bound or affected; , or (vd) result in, or require, the creation or imposition of any Lien (mortgage, deed of trust, pledge, lien, security interest or other than charge or encumbrance of any nature to or with any other creditor of the Security Interest and the Liens granted under the Security Documents and the Guarantor Documents) BORROWER upon or with respect to any of the properties now owned or hereafter acquired by any Companythe BORROWER.

Authorization of Borrowing. No Conflict as to Law or Agreements. The execution, delivery and performance by each Company Borrower of the DIP Loan Documents and Guarantor Documents to which it is a party, and the borrowings from time to time hereunder by the Borrowers, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of any Company's shareholdersof the Borrowers’ owners; (ii) other than the entry of DIP Facility Orders, require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, including Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to any Company of the Borrowers or of any Company's articles of incorporation and bylawsthe Borrowers’ Constituent Documents; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which any Company is a party the Borrowers are parties or by which it they or its their properties may be bound or affected; or (v) result in, or require, the creation or imposition of any Lien (other than the Security Interest and the Liens security interests granted under the Security Documents and the Guarantor Documentshereunder) upon or with respect to any of the properties now owned or hereafter acquired by any Companythe Borrowers.

Authorization of Borrowing. No Conflict as to Law or Agreements. The execution, delivery and performance by each Company the Borrowers of the Loan Documents and Guarantor Documents to which it is a party, and the borrowings from time to time hereunder by the Borrowers, have been duly authorized by all necessary corporate action and do not and will not (ia) require any consent or approval of any Company's shareholdersVAAI’s Owners; (iib) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iiic) violate any provision of any law, rule or regulation (including, without limitation, including Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to any Company the Borrowers or of any Company's articles of incorporation and bylawsthe Borrowers&rsquo ; Constituent Documents; (ivd) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which any Company Borrower is a party or by which it or its properties may be bound or affected; or (ve) result in, or require, the creation or imposition of any Lien (other than the Security Interest and the Liens granted under the Security Documents and the Guarantor DocumentsInterest) upon or with respect to any of the properties now owned or hereafter acquired by any CompanyBorrower.