Corporate Authority and No Violation. The execution, delivery and performance of this Agreement and the other Fundamental Documents and the borrowings and making of other extensions of credit hereunder (a) have been duly authorized by all necessary corporate action on the part of the Borrower, (b) will not violate any provision of any Applicable Law applicable to the Borrower or any of its Subsidiaries or any of their respective properties or assets, (c) will not violate any provision of the Certificate of Incorporation or By-Laws of the Borrower or any of its Subsidiaries, or any material Contractual Obligation of the Borrower or any of its Subsidiaries, (d) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, any material indenture, agreement, bond, note or instrument and (e) will not result in the creation or imposition of any Lien upon any property or assets of the Borrower or any of its Subsidiaries other than pursuant to this Agreement or any other Fundamental Document.
Corporate Authority and No Violation. (a) The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by each Credit Party and, in the case of the Borrower, the Borrowings hereunder and the execution and delivery of the Note and, in the case of each Credit Party, the grant to the Lender of the security interest in the Collateral and the Pledged Securities as contemplated herein and by the other Fundamental Documents and, in the case of each Corporate Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof (i) have been duly authorized by all necessary corporate action on the part of each such Credit Party, (ii) will not constitute a violation by such Credit Party in any material respect of any provision of Applicable Law or any order of any court or other agency of the United States or any state thereof applicable to such Credit Party or any of its properties or assets, (iii) will not violate any provision of the Certificate or Articles of Incorporation or By-Laws of such Credit Party, or any material provision of any Material Agreement or any other material indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or its properties or assets are bound, (iv) will not be in conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under or create any right to terminate any Material Agreement, or any other material indenture, agreement, bond, note or other instrument, and (v) will not result in the creation or imposition of any Lien, charge or encumbrance of any
Corporate Authority and No Violation. (a) The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by each Credit Party and, in the case of the Borrower, the Borrowings hereunder and the execution and delivery of the Notes and, in the case of each Credit Party, the grant by such Credit Party to the Administrative Agent for the benefit of the Administrative Agent, the Issuing Bank and the Lenders of the security interest in the Collateral as contemplated by Article 8 hereof and in the other Fundamental Documents and in the Pledged Securities as contemplated by Article 10 hereof and, in the case of each Guarantor, the guaranty by such Guarantor of the Obligations as contemplated in Article 9 hereof (i) have been duly authorized by all necessary corporate action on the part of each such Credit Party, (ii) will not constitute a violation by such Credit Party of any provision of Applicable Law or any order of any Governmental Authority applicable to such Credit Party or any of its properties or assets except where such violation would not have a Material Adverse Effect, (iii) will not violate any provision of the Certificate or Articles of Incorporation or other organizational documents or By-Laws of such Credit Party, or any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or its properties or assets are bound, (iv) will not be in conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under or create any right to terminate any such Distribution Agreement, indenture, agreement, bond, note or other instrument, except where such conflict, breach or default would not have a Material Adverse Effect and (v) will not result in the creation or imposition of any Lien of any nature whatsoever upon any of the properties or assets of any of the Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents.
Corporate Authority and No Violation. (a) Company has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, delivery of and performance of this Agreement by Company and the consummation by Company of the Contemplated Transactions have been duly authorized by the Company Board and no other corporate proceedings on the part of Company are necessary to authorize this Agreement or the Contemplated Transactions, other than with respect to the approval by the Company Board of the Circular and the approval by the Company Shareholders in the manner required by the Interim Order and applicable Laws and approval by the Court. This Agreement has been duly executed and delivered by Company and constitutes a legal, valid and binding obligation of Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally, and to general principles of equity.
Corporate Authority and No Violation. (a) Purchaser has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, delivery of and performance of this Agreement by Purchaser and the consummation by Purchaser of the Contemplated Transactions have been duly authorized by all necessary corporate action on the party of Purchaser and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement or the Contemplated Transactions. This Agreement has been duly executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity.
Corporate Authority and No Violation. (a) The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by each Credit Party and, in the case of the Borrowers, the Borrowings hereunder and the execution and delivery of the Notes and, in the case of each Credit Party, the grant to the Administrative Agent for the benefit of the Lenders of the security interest in the Collateral and the Pledged Securities as contemplated herein and in the other Fundamental Documents and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof (i) have been duly authorized by all necessary corporate action on the part of each such Credit Party, (ii) will not constitute a violation by such Credit Party of any provision of Applicable Law in any material respect, any order of any court or other agency of the United States or any state thereof applicable to such Credit Party or any of its properties or assets, (iii) will not violate any provision of the Certificate of Incorporation or By-Laws of such Credit Party, or any material provision of any Distribution Agreement, Licensing Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or its properties or assets are bound, (iv) will not be in conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under or create any right to terminate any such Distribution Agreement, Licensing Agreement, indenture, agreement, bond, note or other instrument, and (v) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of the Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents to which it is a party.
Corporate Authority and No Violation. The issuance of the Note and, in the case of each Guarantor, the guaranty of the obligations as contemplated herein (i) have been duly authorized by all necessary corporate action on the part of each such Credit Party, (ii) will not constitute a violation by such Credit Party of any provision of Applicable Law or any order of any court or other agency of the United States or any state thereof applicable to such Credit Party or any of its properties or assets which violation would have a material adverse effect upon the financial condition or the business of the Credit Parties taken as a whole, (iii) will not violate any provision of the Certificate of Incorporation or By-Laws of such Credit Party, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or its properties or assets are bound which violation would have a material adverse effect upon the financial condition or the business of the Credit Parties taken as a whole, and (iv) will not be in conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under or create any right to terminate any such indenture, agreement, bond, note or other instrument which violation could have a material adverse effect upon the financial condition or the business of the Credit Parties taken as a whole.
Corporate Authority and No Violation. The execution, delivery and performance of this Guaranty and the other Program Documents (a) have been duly authorized by all necessary corporate action on the part of the Guarantor, (b) will not violate any provision of any applicable law applicable to the Guarantor or any of its Subsidiaries or any of their respective properties or assets, (c) will not violate any provision of the certificate of incorporation or by-laws of the Guarantor or any of its Subsidiaries, or any material contractual obligation of the Guarantor or any of its Subsidiaries, (d) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, any material indenture, agreement, bond, note or instrument and (e) will not result in the creation or imposition of any lien upon any property or assets of the Guarantor or any of its Subsidiaries other than pursuant to this Guaranty or any other Program Document.
Corporate Authority and No Violation. The execution, delivery and performance of this Agreement and the other Loan Documents, the borrowings hereunder and the execution and delivery of the Notes and the grant to the Lender of a security interest in the Collateral as contemplated by this Agreement and the mortgage lien contemplated by the Mortgages (a) have been duly authorized by all necessary corporate action on the part of each Obligor, (b) will not violate any provision of any Applicable Law applicable to any party or any of their respective properties or assets, (c) will not violate any provision of the Certificate of Incorporation or By-Laws of any Obligor, or any indenture, any agreement for borrowed money, any bond, note or other similar instrument or any other material agreement to which any Obligors are a party or by which any Obligor or any of their respective properties or assets are bound, (d) will not violate, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement, bond, note, instrument or other agreements of any Obligor and (e) will not result in the creation or imposition of any Lien upon any property or assets of any Obligor other than pursuant to this Agreement or any other Loan Document. SECTION 3.03.
Corporate Authority and No Violation. The execution, delivery and performance of this Agreement and the other Fundamental Documents to which it is a party, the grant to the Lender of a security interest in the Collateral as contemplated by Article 8 hereof and the other Fundamental Documents by the Borrower, and the Borrowings hereunder (a) have been duly authorized by all necessary corporate or partnership action on the part of the Borrower, (b) will not in any material respect, violate or involve the Lender in a violation of, any provision of any Applicable Law applicable to the Borrower or any of its properties or assets, (c) will not violate any provision of the Certificate of Incorporation, By-Laws or any other organizational document of the Borrower or any Subsidiary of the Borrower , (d) will not violate any provision of any indenture, any agreement for borrowed money, any bond, note, debenture or other similar instrument or any other material agreement to which the Borrower or any Subsidiary of the Borrower is a party or by which the Borrower or any Subsidiary of the Borrower or any of their respective properties or assets are bound, in any case where as a consequence thereof a Material Adverse Effect would occur,
