Common use of Authorization, Validity and Non-Contravention Clause in Contracts

Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all necessary corporate proceedings, has been duly executed and delivered by Spiegel Group and, subject to and upon the approval of the United States Bankruptcy Court for the Southern District of New York, is a valid and legally binding agreement of Spiegel Group duly enforceable in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general equity principles). (b) Other than the approval of the United States Bankruptcy Court for the Southern District of New York, no consent, approval, authorization, order, registration or qualification of or with any court or regulatory authority or other governmental body having jurisdiction over Spiegel Group is required for, and the absence of which would adversely affect, the legal and valid execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. (c) The execution and delivery of this Agreement by Spiegel Group hereunder and the compliance by Spiegel Group with all provisions of this Agreement: (i) will not conflict with or violate any Applicable Law; and (ii) will not conflict with or result in a ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS MARKED [***] HEREIN. breach of or default under any of the terms or provisions of any indenture, loan agreement or other contract or agreement under which Spiegel Group is an obligor or by which its property is bound where such conflict, breach or default would have a material adverse effect on Spiegel Group, nor will such execution, delivery or compliance violate or result in the violation of the respective Articles of Incorporation or By-Laws of Spiegel and Xxxxx Xxxxx.

Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all necessary corporate proceedings, has been duly executed and delivered by Spiegel Group and, subject to Bank and upon the approval of the United States Bankruptcy Court for the Southern District of New York, is a valid and legally binding agreement of Spiegel Group Bank duly enforceable in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general equity principles). (b) Other than the approval of the United States Bankruptcy Court for the Southern District of New York, no No consent, approval, authorization, order, registration or qualification of or with any court or regulatory authority or other governmental body having jurisdiction over Spiegel Group Bank is required for, and the absence of which would materially adversely affect, the legal and valid execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. (c) The execution and delivery of this Agreement by Spiegel Group Bank hereunder and the compliance by Spiegel Group Bank with all provisions of this Agreement: (i) will not conflict with or violate any Applicable Law; and (ii) will not conflict with or result in a breach of the terms or provisions of any indenture, loan agreement or other contract or agreement under which Bank is an obligor or by which its property is bound where such conflict, breach or ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS MARKED [***] HEREIN. breach of or default under any of the terms or provisions of any indenture, loan agreement or other contract or agreement under which Spiegel Group is an obligor or by which its property is bound where such conflict, breach or default would have a material adverse effect on Spiegel GroupBank, nor will such execution, delivery or compliance violate or result in the violation of the respective Articles of Incorporation Charter or By-Laws of Spiegel and Xxxxx XxxxxBank.

Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all necessary corporate proceedings, has been duly executed and delivered by Spiegel Group and, subject to and upon the approval of the United States Bankruptcy Court for the Southern District of New York, is a valid and legally binding agreement of Spiegel Group duly enforceable in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general equity principles). (b) Other than the approval of the United States Bankruptcy Court for the Southern District of New York, no consent, approval, authorization, order, registration or qualification of or with any court or regulatory authority or other governmental body having jurisdiction over Spiegel Group is required for, and the absence of which would adversely affect, the legal and valid execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS MARKED [***] HEREIN. (c) The execution and delivery of this Agreement by Spiegel Group hereunder and the compliance by Spiegel Group with all provisions of this Agreement: (i) will not conflict with or violate any Applicable Law; and (ii) will not conflict with or result in a ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS MARKED [***] HEREIN. breach of or default under any of the terms or provisions of any indenture, loan agreement or other contract or agreement under which Spiegel Group is an obligor or by which its property is bound where such conflict, breach or default would have a material adverse effect on Spiegel Group, nor will such execution, delivery or compliance violate or result in the violation of the respective Articles of Incorporation or By-Laws of Spiegel and Xxxxx Xxxxx.

Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all necessary corporate proceedings, has been duly executed and delivered by Spiegel Group and, subject to and upon the approval of the United States Bankruptcy Court for the Southern District of New York, is a valid and legally binding agreement of Spiegel Group duly enforceable in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general equity principles). (b) Other than the approval of the United States Bankruptcy Court for the Southern District of New York, no consent, approval, authorization, order, registration or qualification of or with any court or regulatory authority or other governmental body having jurisdiction over Spiegel Group is required for, and the absence of which would adversely affect, the legal and valid execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. (c) The execution and delivery of this Agreement by Spiegel Group hereunder and the compliance by Spiegel Group with all provisions of this Agreement: (i) will not conflict with or violate any Applicable Law; and (ii) will not conflict with or result in a ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS MARKED [***] HEREIN. breach of or default under any of the terms or provisions of any indenture, loan agreement or other contract or agreement under which Spiegel Group is an obligor or by which its property is bound where such conflict, breach or default would have a material adverse effect on Spiegel Group, nor will such execution, delivery or compliance violate or result in the violation of the respective Articles of Incorporation or By-Laws of Spiegel and Xxxxx Xxxxx.