Common use of Corporate Authority and No Violation Clause in Contracts

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. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or applicable securities laws and the regulations promulgated thereunder.

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 BorrowerBorrowers, 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 and the Pledged Securities as contemplated by Article 8 hereof herein 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 in any material respect, any order of any Governmental Authority court or other agency of the United States or any state thereof applicable to such Credit Party or any of its properties or assets except where such violation would not have a Material Adverse Effectassets, (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 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, 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 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 DocumentsDocuments to which it is a party. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or applicable securities laws and the regulations promulgated thereunder.

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 BorrowerAgreement, the Borrowings hereunder and Loan hereunder, the execution and delivery of the Notes and, in the case of each Credit Party, Note and the grant by such Credit Party to the Administrative Agent for the benefit of the Administrative Agent, the Issuing Bank and the Lenders Lender 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 herein (i) have been duly authorized by all necessary corporate action on the part of each such Credit Partythe Borrower, (ii) will not constitute a violation by such Credit Party the Borrower of any provision of Applicable Law or Law, any order of any Governmental Authority court or other agency of the United States or any state thereof applicable to such Credit Party the Borrower or any of its Subsidiaries or any of their respective properties or assets except where such violation would not have a Material Adverse Effectassets, (iii) will not violate any provision of the Certificate or Articles of Incorporation or other organizational documents or By-Laws of such Credit Partythe Borrower or any of its Subsidiaries, or any material provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party the Borrower or any of its Subsidiaries is a party or by which such Credit Party the Borrower or any of its Subsidiaries or their respective 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 Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Borrower or any of the Credit Parties its Subsidiaries other than pursuant to this Credit Agreement or the other Fundamental DocumentsAgreement. (b) There Except as provided in the Citibank Facility and as described on Schedule 3.2, there are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or applicable securities laws and the regulations promulgated thereunder.

Corporate Authority and No Violation. (a) The ------------------------------------ consummation of the Merger, the issuance of the Secured Subordinated Notes and 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 Collateral Agent for the benefit of the Administrative Agent, the Issuing Bank Fronting Bank, the Lenders and the Lenders Noteholders of the security interest in the Collateral as contemplated by Article 8 hereof the Security Agreement and in the other Fundamental Documents and in the Pledged Securities as contemplated by Article 10 hereof the Pledge Agreement and, in the case of each Guarantor, the guaranty by such Guarantor of the Obligations as contemplated in Article 9 8 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 court or other agency of the United States or any state thereof applicable to such Credit Party or any of its properties or assets except where such which violation would not have a Material Adverse Effectmaterial 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 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 boundbound which violation would have a material adverse effect upon the financial condition or the business of the Credit Parties taken as a whole, (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 instrument which violation could have a Material Adverse Effect material adverse effect upon the financial condition or the business of the Credit Parties taken as a whole, and (v) will not result in the creation or imposition of any Lien 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 the Secured Subordinated Notes and the documents related thereto and this Credit Agreement or the other Fundamental Documents. (b) There are no restrictions on the transfer of any of the Pledged Securities other than as a result of this Credit Agreement or applicable securities laws and the regulations promulgated thereunder.