Common use of Corporate and Governmental Authorization; Contravention Clause in Contracts

Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by the Company of this Agreement are within its corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official (except as contemplated by Section 1.5) and do not contravene, or constitute a default under, any provision of applicable law, rule or regulation or of the Company's certificate or articles of incorporation or by-laws or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Company or result in the creation or imposition of any lien or other Adverse Claim on assets of the Company other than any Adverse Claim created pursuant to, or contemplated by, this Agreement.

Appears in 9 contracts

Samples: Receivables Purchase Agreement (Eagle Picher Technologies LLC), Receivables Purchase Agreement (Eagle Picher Technologies LLC), Receivables Purchase Agreement (Eagle Picher Technologies LLC)

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Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by the Company of this Agreement and its Notes are within its the Company's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official (except as contemplated by Section 1.5) and do not contravene, or constitute a default under, any provision of applicable law, rule law or regulation or of the Company's certificate or articles of incorporation or by-laws of the Company or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Company or result in the creation or imposition of any lien or other Adverse Claim Lien on assets any asset of the Company other than or any Adverse Claim created pursuant to, or contemplated by, this Agreementof its Subsidiaries.

Appears in 7 contracts

Samples: Credit Agreement (Gillette Co), Credit Agreement (Gillette Co), Credit Agreement (Gillette Co)

Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by the Company Buyer of this Agreement are within its corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official (except as contemplated by Section 1.52.5) and do not contravene, or constitute a default under, any provision of applicable law, rule or regulation or of the Company's Buyer’s certificate or articles of incorporation or by-laws or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Company Buyer or result in the creation or imposition of any lien or other Adverse Claim on assets of the Company other than Buyer or any Adverse Claim created pursuant to, or contemplated by, this Agreementof its Subsidiaries.

Appears in 2 contracts

Samples: Receivables Sale Agreement (Borgwarner Inc), Receivables Sale Agreement (Borgwarner Inc)

Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by each of the Company Originators of this Agreement are within its corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official Governmental Authority (except as contemplated by Section 1.52.5) and do not contravene, or constitute a default under, any provision of applicable law, rule law or regulation or of the Company's any such Originator’s certificate or articles of incorporation or by-laws or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Company it or result in the creation or imposition of any lien or other Adverse Claim on assets of the Company other than any Adverse Claim created pursuant to, such Originator or any of its Subsidiaries (except as contemplated by, this Agreementby Section 2.5).

Appears in 2 contracts

Samples: Receivables Sale Agreement (Borgwarner Inc), Receivables Sale Agreement (Borgwarner Inc)

Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by the Company of this Agreement and the Notes are within its corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official (except as contemplated by Section 1.5) and do not contravene, or constitute a default under, any provision of applicable law, rule law or regulation or of the Company's certificate or articles of incorporation or by-laws or other organizational documents of the Company or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Company or result in the creation or imposition of any lien or other Adverse Claim Lien on assets any asset of the Company other than or any Adverse Claim created pursuant to, or contemplated by, this Agreementof its Subsidiaries.

Appears in 2 contracts

Samples: Bridge Credit Agreement (Pentair Inc), Term Loan Agreement (Pentair Inc)

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Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by the Company Issuer of this Agreement and the other Transaction Documents are within its the Issuer's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official (except as contemplated by Section 1.5) official, and do not contravene, or constitute a default under, any provision of applicable law, rule law or regulation or of the Company's certificate Certificate of Incorporation or articles Bylaws of incorporation or by-laws the Issuer or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Company Issuer or result in the creation or imposition of any lien or other Adverse Claim on assets of the Company other than any Adverse Claim created pursuant toIssuer, or contemplated byrequire the consent or approval of, this Agreementor the filing of any notice or other documentation with, any governmen tal authority or other Person.

Appears in 2 contracts

Samples: Note Purchase Agreement (Union Acceptance Corp), Note Purchase Agreement (Union Acceptance Corp)

Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by the Company Issuer of this Agreement and the other Transaction Documents are within its the Issuer's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official (except as contemplated by Section 1.5) official, and do not contravene, or constitute a default under, any provision of applicable law, rule law or regulation or of the Company's certificate Certificate of Incorporation or articles Bylaws of incorporation or by-laws the Issuer or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Company Issuer or result in the creation or imposition of any lien or other Adverse Claim on assets of the Company other than any Adverse Claim created pursuant toIssuer, or contemplated byrequire the consent or approval of, this Agreementor the filing of any notice or other documentation with, any governmental authority or other Person.

Appears in 1 contract

Samples: Note Purchase Agreement (Union Acceptance Corp)

Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by the Company of this Agreement are within its corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official (except as contemplated by Section 1.5) and do not contravene, or constitute a material default under, any provision of applicable law, rule or regulation or of the Company's certificate or articles of incorporation or by-laws or of any material agreement, judgment, injunction, order, decree or other material instrument binding upon the Company or result in the creation or imposition of any lien or other Adverse Claim on assets of the Company other than any Adverse Claim created pursuant to, or contemplated by, this AgreementCompany.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Ametek Inc/)

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