Common use of Corporate and Governmental Authorization; No Contravention Clause in Contracts

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower'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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower Company of this Agreement and the Notes other Loan Documents are within the Borrower's 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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or, except to the certificate of incorporation extent that any such contravention or by-laws of the Borrower or defaults could not reasonably be expected to result in a Material Adverse Effect, of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's 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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower'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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any Material Subsidiary or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Significant SubsidiariesMaterial Subsidiary except as otherwise permitted hereunder.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by each Obligor of the Borrower of this Agreement and the Notes Financing Documents to which it is a party are within the Borrower's 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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower such Obligor or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower such Obligor or any of its Subsidiaries or result in the creation or imposition of any Lien Lien, except Liens created by the Collateral Documents, on any asset of the Borrower such Obligor or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes are is within the Borrower'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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate articles of incorporation or by-laws of the Borrower or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the each Borrower of this Agreement and the Notes each other Loan Document to which it is a party are within the such Borrower'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 governmental body, agency or official Governmental Authority and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower Company or any Borrowing Subsidiary or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the each Borrower of this Agreement and the Notes each other Loan Document to which it is a party are within the such Borrower'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 governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower Company or any Borrowing Subsidiary or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower each Obligor of this Agreement and by the Borrower of the Notes are within the Borrower's its corporate powers, have been duly authorized by all necessary corporate action, require no action or consent by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate Memorandum of incorporation Association, Articles of Association or byBye-laws Laws (or any comparable document) of the Borrower any Obligor or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower any Obligor or any of their respective Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower any Obligor or any of its Significant their respective Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the such Borrower of this Agreement and the Notes each Loan Document to which it is a party are within the such Borrower'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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower'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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate articles of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower'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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower Company of this Agreement and the its Notes are within the BorrowerCompany'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 under any provision of law or regulation applicable to the Company, and do not contravene, or constitute a default under, any provision of applicable law or regulation applicable to the Company or of the restated certificate of incorporation or by-laws of the Borrower Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes Notes, if any, are within the Borrower's corporate powerspower, 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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate Restated Certificate of incorporation Incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any Subsidiary or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower Company of this Agreement and the its Notes are within the Borrower's 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 under any provision of law or regulation applicable to the Company, and do not contravene, or constitute a default under, any provision of applicable law or regulation applicable to the Company or of the restated certificate of incorporation or by-laws of the Borrower Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower Company of this Agreement and the its Notes are within the Borrower's corporate powerspowers of the Company, 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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate articles of incorporation or by-laws of the Borrower Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company and each other Borrower of this Agreement and the Notes are within the Borrower's its corporate or other applicable powers, have been duly authorized by all necessary corporate or other applicable action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the its certificate of incorporation or by-laws of by -laws or, except to the Borrower extent that any such contravention or defaults could not reasonably be expected to result in a Material Adverse Effect, of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower Company of this Agreement and the Notes are within the BorrowerCompany'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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower Company or of any agreement or instrument evidencing or governing Debt of the Company or any Subsidiary or any other material agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower Company of this Agreement, its Notes and each Acquisition Agreement and the Notes to which it is a party are within the Borrower's 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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate amended articles of incorporation or by-laws amended regulations of the Borrower Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower'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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate articles of incorporation or by-laws of the Borrower or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company and each other Borrower of this Agreement and the Notes are within the Borrower's its corporate or other applicable powers, have been duly authorized by all necessary corporate or other applicable action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the its certificate of incorporation or by-laws of or, except to the Borrower extent that any such contravention or defaults could not reasonably be expected to result in a Material Adverse Effect, of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower Company of this Agreement and the Notes are within the Borrower's 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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower Company or of any agreement or instrument evidencing or governing Debt of the Company or any Subsidiary or any other material agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the such Borrower of this Agreement and the Notes each Loan Document to which it is a party are within the such Borrower'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 governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the such Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Subsidiaries, other than pursuant to the Collateral Documents.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower'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 filings under the Securities Exchange Act of 1934) and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower Company of this Agreement and the its Notes are within the Borrower's corporate powerspowers of the Company, 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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant SubsidiariesSubsidiaries (other than any Bank's right of set-off, to the extent the same may constitute a Lien).

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower Company of this Agreement and the Notes are within the BorrowerCompany's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing (except filings under the Exchange Act) with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower Company of this Agreement and the Notes other Loan Documents are within the BorrowerCompany'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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by each of the Borrower Borrowers of this Agreement and the Notes are within the Borrower'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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of either of the Borrower Borrowers or of any agreement, judgment, injunction, order, decree or other instrument binding upon either of the Borrower Borrowers or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower Borrowers or any of its Significant their Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the each Borrower of this Agreement and the Notes are within the Borrowersuch Borrowers's corporate powerspower, have been duly authorized by all necessary corporate action, require requires no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the restated certificate of incorporation or by-laws bylaws of the such Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower each Obligor of this Agreement and the Notes each Loan Document to which it is a party are within the Borrowersuch Obligor'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 (other than as have been obtained) and do not contravene, or constitute a default under, any material provision of applicable law or regulation or any provision of the such Obligor's certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any Subsidiary or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Significant SubsidiariesSubsidiary.

Corporate and Governmental Authorization; No Contravention. The executionexecution and delivery by it of its Election to Participate and its Notes, delivery and the performance by the Borrower it of this Agreement and the Notes its Notes, are within the Borrower's 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 (other than such actions or filings, if any, as have been duly taken or made) and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the its certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or such Eligible Subsidiary or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower Company of this Agreement and the its Notes and Yen Notes (if any) are within the BorrowerCompany's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing (except filings under the Exchange Act) with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower Company of this Agreement and the Notes other Financing Documents to which it is a party are within the Borrower's 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 and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate Memorandum of incorporation Association, Articles of Association or byBye-laws Laws (or any comparable document) of the Borrower Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the such Borrower of this Agreement and the Notes each Loan Document to which it is a party are within the such Borrower'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 governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower Company of this Agreement and the its Notes are within the Borrower's 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 other than filings on Form 8-K with the Securities and Exchange Commission and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Consolidated Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the each Borrower of this Agreement and the Notes each other Loan Document to which it is a party are within the such Borrower'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 governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-by- laws of the Borrower Company or any Borrowing Subsidiary or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower Company or any of its Significant Subsidiaries.