Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by the Transferor of this Agreement, the Purchase Agreement, the Fee Letter, the Supplemental Fee Letter, the Certificate and the Transfer Certificate are within the Transferor’s corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, Official Body or official thereof (except as contemplated by Section 2.8 hereof), and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the Certificate of Incorporation or Bylaws of the Transferor or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Transferor or result in the creation or imposition of any Adverse Claim on the assets of the Transferor or any of its Subsidiaries (except as contemplated by Section 2.8 hereof).
Appears in 6 contracts
Samples: Transfer and Administration Agreement (Tech Data Corp), Transfer and Administration Agreement (Tech Data Corp), Transfer and Administration Agreement (Tech Data Corp)
Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by the Transferor of this Agreement, the Receivables Purchase Agreement, the Fee LetterLetters, the Supplemental Fee LetterCertificates, the Certificate Transfer Certificates and the Transfer Certificate other Transaction Documents to which the Transferor is a party are within the Transferor’s corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Official Body or official thereof (except as contemplated by Section 2.8 hereof), and do not contravene, or constitute a default under, any provision of applicable law law, rule or regulation (including, without limitation, any CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation) or of the Certificate of Incorporation or Bylaws of the Transferor or of any agreement, judgment, injunction, order, writ, decree or other instrument binding upon the Transferor or result in the creation or imposition of any Adverse Claim on the assets of the Transferor or any of its Subsidiaries (except as contemplated by Section 2.8 hereof).
Appears in 3 contracts
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA), Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA), Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by the Transferor of this Agreement, the Receivables Purchase Agreement, the Fee Letter, the Supplemental Fee Letter, the Certificate Letter and the Transfer Certificate other Transaction Documents to which the Transferor is a party are within the Transferor’s 's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, Official Body any Governmental Authority or official thereof (except as contemplated by Section 2.8 hereof), and do not contravene, or constitute a default under, any provision of applicable law law, rule or regulation or of the Certificate of Incorporation or Bylaws of the Transferor or of any agreement, judgment, injunction, order, writ, decree or other instrument binding upon the Transferor or result in the creation or imposition of any Adverse Claim on the assets of the Transferor or any of its Subsidiaries (except as contemplated by Section 2.8 hereof).
Appears in 3 contracts
Samples: Transfer and Administration Agreement (Compucredit Corp), Transfer and Administration Agreement (Compucredit Corp), Transfer and Administration Agreement (Compucredit Corp)
Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by the Transferor of this Agreement, the Receivables Purchase Agreement, the Fee LetterLetters, the Supplemental Fee LetterCertificates, the Certificate Transfer Certificates and the Transfer Certificate other Transaction Documents to which the Transferor is a party are within the Transferor’s 's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Official Body or official thereof (except as contemplated by Section 2.8 hereof), and do not contravene, or constitute a default under, any provision of applicable law law, rule or regulation (including, without limitation, any CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation) or of the Certificate of Incorporation or Bylaws of the Transferor or of any agreement, judgment, injunction, order, writ, decree or other instrument binding upon the Transferor or result in the creation or imposition of any Adverse Claim on the assets of the Transferor or any of its Subsidiaries (except as contemplated by Section 2.8 hereof).
Appears in 2 contracts
Samples: Transfer and Administration Agreement (Fresenius Medical Care Holdings Inc /Ny/), Transfer and Administration Agreement (Fresenius Medical Care Corp)
Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by each of the Transferor and CompuCom of this Agreement, the Receivables Purchase Agreement, the Fee Letter, the Supplemental Fee Letter, the Company Certificate and the Transfer Certificate are within the Transferor’s each of their respective corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, Official Body any governmental body, agency or official thereof (except as contemplated by Section 2.8 hereof2.8), and do not contravene, or constitute a material default under, any provision of applicable law or regulation or of the Certificate of Incorporation or Bylaws of the Transferor or CompuCom, as applicable, or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Transferor or CompuCom or result in the creation or imposition of any Adverse Claim lien on the assets of the Transferor or CompuCom, respectively, or any of its respective Subsidiaries (except as contemplated by Section 2.8 hereof2.8).
Appears in 2 contracts
Samples: Transfer and Administration Agreement (Safeguard Scientifics Inc Et Al), Transfer and Administration Agreement (Compucom Systems Inc)
Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by the Transferor of this Agreement, the Receivables Purchase AgreementAgreements, the Fee Letter, the Supplemental Fee LetterCertificate, the Certificate and the Transfer Certificate and each other document to be executed by the Transferor in connection therewith are within the Transferor’s 's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, Official Body any governmental body, agency or official thereof (except as contemplated by Section 2.8 hereof2.8), and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the Certificate of Incorporation or Bylaws of the Transferor or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Transferor or result in the creation or imposition of any Adverse Claim lien on the assets of the Transferor or any of its Subsidiaries (except as contemplated by Section 2.8 hereof2.8).
Appears in 1 contract
Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by the Transferor of this Agreement, the Purchase Agreement, the each Fee Letter, the Supplemental Fee LetterCertificate, the Transfer Certificate and the Transfer Certificate other Transaction Documents to which the Transferor is a party are within the Transferor’s 's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Official Body or official thereof (except as contemplated by Section 2.8 hereof), and do not contravene, or constitute a default under, any provision of applicable law law, rule or regulation or of the Certificate of Incorporation or Bylaws of the Transferor or of any agreement, judgment, injunction, order, writ, decree or other instrument binding upon the Transferor or result in the creation or imposition of any Adverse Claim on the assets of the Transferor or any of its Subsidiaries (except as contemplated by Section 2.8 hereof).
Appears in 1 contract
Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by the Transferor of this Agreement, the Purchase Agreement, the Fee Letter, the Supplemental Fee Letter, the Certificate and the Transfer Certificate are within the Transferor’s 's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, Official Body or official thereof (except as contemplated by Section 2.8 hereof), and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the Certificate of Incorporation or Bylaws of the Transferor or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Transferor or result in the creation or imposition of any Adverse Claim on the assets of the Transferor or any of its Subsidiaries (except as contemplated by Section 2.8 hereof).. (c)
Appears in 1 contract
Samples: Transfer and Administration Agreement (Tech Data Corp)
Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by the Transferor of this Agreement, the Purchase Agreement, the Fee Letter, the Supplemental Fee Letter, the Certificate Agreement and the Transfer Certificate other Transaction Documents to which the Transferor is a party are within the Transferor’s 's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Official Body or official thereof (except as contemplated by Section 2.8 hereof), and do not contravene, or constitute a default under, any provision of applicable law law, rule or regulation or of the Certificate of Incorporation or Bylaws of the Transferor or of any agreement, agreement or of any judgment, injunction, order, writ, decree or other instrument binding upon the Transferor or result in the creation or imposition of any Adverse Claim on the assets of the Transferor or any of its Subsidiaries (except as contemplated by Section 2.8 hereof).
Appears in 1 contract
Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by the Transferor of this Agreement, the Purchase Agreement, the Fee Letter, the Supplemental Fee Letter, the Certificate and the Transfer Certificate are within the Transferor’s 's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, Official Body or official thereof (except as contemplated by Section 2.8 hereof), and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the Certificate of Incorporation or Bylaws of the Transferor or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Transferor or result in the creation or imposition of any Adverse Claim on the assets of the Transferor or any of its Subsidiaries (except as contemplated by Section 2.8 hereof).
Appears in 1 contract
Samples: Transfer and Administration Agreement (Tech Data Corp)