Authorizations, Compliance with Laws. The execution, delivery and performance by the Borrower of this Agreement, the Note, any Leasehold Mortgage, the Security Agreement and all other documents required to be executed and delivered by the Borrower pursuant to this Agreement have been duly authorized by all necessary corporate action and do not and will not (i) violate (A) any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower or (B) any provision of the charter or by-laws of the Borrower; or (ii) result in a breach of or constitute a default under any agreement or instrument to which the Borrower is a party or by which its properties may be affected; or (iii) result in the creation of a lien, charge or encumbrance of any nature upon the Borrower's properties or assets other than as contemplated by this Agreement.
Authorizations, Compliance with Laws. Caroderm holds all authorizations, permits, licenses, variances, exemptions, orders and approvals required by Governmental Entities for the lawful conduct of its business taken as a whole, to own or hold under lease the properties and assets it owns or holds under lease and to perform all of its obligations under the agreements to which it is a party (the "Permits"), except for such authorizations, permits, licenses, variances, exemptions, orders and approvals which the failure to hold, taken together, would not have a Material Adverse Effect. Caroderm is in compliance with the terms of the Permits except where the failure to be in such compliance will not, taken together, have a Material Adverse Effect. Caroderm is and has been in compliance with all federal, state, local and foreign laws, rules, regulations, ordinances, decrees and orders applicable to the operation of its business, to its employees, or to its property, except where the failure to comply would, individually or in the aggregate, not have a Material Adverse Effect. Caroderm has not received any written notification of any asserted present or past unremedied material failure by Caroderm to comply with any of such laws, rules, ordinances, decrees or orders.
Authorizations, Compliance with Laws. Razorfish holds all authorizations, permits, licenses, variances, exemptions, orders and approvals required by Governmental Entities for the lawful conduct of its business taken as a whole, to own or hold under lease the properties and assets it owns or holds under lease and to perform all of its obligations under the agreements to which it is a party (the "Razorfish Permits"), except for such authorizations, permits, licenses, variances, exemptions, orders and approvals which the failure to hold, taken together, would not have a Material Adverse Effect. Razorfish is in compliance with the terms of the Razorfish Permits except where the failure to be in such compliance will not, taken together, have a Material Adverse Effect. 29 of 57
Authorizations, Compliance with Laws. EFS holds all authorizations, permits, licenses, variances, exemptions, orders and approvals required by Governmental Entities for the lawful conduct of its business taken as a whole, to own or hold under lease the properties and assets it owns or holds under lease and to perform all of its obligations under the EFS Contracts to which they are a party, except for such authorizations, permits, licenses, variances, exemptions, orders and approvals which the failure to hold, taken together, would not have a Material Adverse Effect (the “EFS Permits”). EFS is in compliance with the terms of the EFS Permits except where the failure to be in such compliance will not, taken together, have a Material Adverse Effect. Except as set forth in Section 4.11 of the EFS Disclosure Schedule, since December 31, 2000, EFS has not been in violation of or default under any Law, except for any such violation or default which will not have a Material Adverse Effect. To EFS’ Knowledge, except as set forth in Section 4.11 of the EFS Disclosure Schedule, as of the date of this Agreement, no investigation or reviews by any Governmental Entity with respect to EFS is pending nor has any Governmental Entity notified EFS of an intention to conduct the same nor do any facts exist which may give rise to such an investigation or review.
Authorizations, Compliance with Laws. Parent holds all authorizations, permits, licenses, variances, exemptions, orders and approvals required by Governmental Entities for the lawful conduct of its business taken as a whole, to own or hold under lease the properties and assets it owns or holds under lease and to perform all of its obligations under the agreements to which it is a party (the “Parent Permits”), except for such authorizations, permits, licenses, variances, exemptions, orders and approvals which the failure to hold, taken together, would not have a Material Adverse Effect. Parent is in compliance with the terms of Parent Permits except where the failure to be in such compliance will not, taken together, have a Material Adverse Effect. To Parent’s Knowledge, except as set forth in Section 3.10 of the Parent Disclosure Schedule, as of the date of this Agreement, no investigation or reviews by any Governmental Entity with respect to Parent is pending nor has any Governmental Entity notified Parent of an intention to conduct the same nor do any facts exist which may give rise to such an investigation or review.
Authorizations, Compliance with Laws. SBI holds all authorizations, permits, licenses, variances, exemptions, orders and approvals required by Governmental Entities for the lawful conduct of its business taken as a whole, to own or hold under lease the properties and assets it owns or holds under lease and to perform all of its obligations under the agreements to which it is a party (the “SBI Permits”), except for such authorizations, permits, licenses, variances, exemptions, orders and approvals which the failure to hold, taken together, would not have a Material Adverse Effect. SBI is in compliance with the terms of the SBI Permits except where the failure to be in such compliance will not, taken together, have a Material Adverse Effect. SBI is and has been in compliance with all federal, state, local and foreign laws, rules, regulations, ordinances, decrees and orders applicable to the operation of its business, to its employees, or to its property, except where the failure to comply would, individually or in the aggregate, not have a Material Adverse Effect. SBI has not received any written notification of any asserted present or past unremedied material failure by SBI to comply with any of such laws, rules, ordinances, decrees or orders.
Authorizations, Compliance with Laws. The execution, delivery and performance by each of Borrower and its Subsidiaries of each Loan Document to which it is a party, and of each other document required to be executed and delivered by it pursuant to this Agreement or any other Loan Document, have been duly authorized by all necessary corporate action and do not and will not (i) violate (A) any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Borrower or any of its Subsidiaries or (B) any provision of the Certificate of Incorporation, By-laws or other organizational documents of Borrower or any of its Subsidiaries; or (ii) result in a breach of or constitute a default under any agreement or instrument to which Borrower or its Subsidiaries is a party or by which any of their properties may be affected; or (iii) result in the creation of a lien, charge or encumbrance of any nature upon Borrower's or any of its Subsidiaries' properties or assets other than as contemplated by this Agreement.
Authorizations, Compliance with Laws. The execution, delivery and performance by each of Borrower and Guarantor of each Loan Document to which it is a party, and of each other document required to be executed and delivered by it pursuant to this Agreement or any other Loan Document, have been duly authorized by all necessary corporate action and do not and will not (i) violate (A) any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Borrower or Guarantor or (B) any provision of the Certificate of Incorporation, By-laws or other organizational documents of Borrower or Guarantor; or (ii) result in a breach of or constitute a default under any agreement or instrument to which Borrower or Guarantor is a party or by which any of their properties may be affected; or (iii) result in the creation of a lien, charge or encumbrance of any nature upon Borrower's or Guarantor's properties or assets other than as contemplated by this Agreement.
Authorizations, Compliance with Laws. It will and will cause each of its Material Subsidiaries to (i) obtain and maintain in force (or where appropriate, promptly renew) all Authorizations required by law or regulation of its or their jurisdiction of incorporation to enable each of them to perform its obligations hereunder and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction in evidence in its jurisdiction of incorporation of this Agreement and (ii) at all times comply with all applicable laws and regulations relating to it except to the extent the failure to so comply (other than in the case of laws relating to corruption and bribery) would not reasonably be expected to have a Material Adverse Effect.
Authorizations, Compliance with Laws. The execution, delivery and performance by Borrower of this Agreement, the Note, any Mortgage, the Security Agreement, and all other documents required to be executed and delivered by Borrower pursuant to this Agreement have been duly authorized by all necessary action and do not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower; or the Station or (ii) result in a breach of or constitute a default under any agreement or instrument to which Borrower is a party or by which its properties may be affected; or (iii) result in the creation of a lien, charge or encumbrance of any nature upon Borrower's properties or assets other than as contemplated by this Agreement.
