Corporate Authorization, Etc. The execution, delivery and performance by the Company of this Agreement and the Notes are within the Company’s corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) the charter or bylaws of the Company or (ii) any law or contractual restriction binding on or affecting the Company or any of its Subsidiaries.
Corporate Authorization, Etc. The performance of its obligations under the Credit Agreement and the execution, delivery and performance by the Designated Borrower of this Designation Letter and any Note executed by the Designated Borrower are within the Designated Borrower’s corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) the Designated Borrower’s charter documents of (ii) any law or contractual restriction binding on or affecting the Designated Borrower.
Corporate Authorization, Etc. The execution, delivery and performance of this Agreement and the other Operative Agreements to which Lessee is or will be a party (A) have been duly authorized by all necessary corporate action on the part of Lessee, (B) do not require any shareholder approval, or approval or consent of any trustee or holders of indebtedness or obligations of Lessee or of any lessor under any lease to Lessee except such as have been duly obtained, and (C) do not and will not (1) contravene any law, judgment, governmental rule, regulation or order applicable to or binding on Lessee or any of its subsidiaries or the articles of incorporation or by-laws of Lessee (each as amended to date), or (2) contravene or result in any breach of, or constitute any default under, or result in the creation of any Lien (other than Permitted Liens) upon any property of Lessee under, its articles of incorporation or by-laws, or any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, note or bond purchase agreement, license, bank loan, credit agreement or other agreement to which Lessee is a party or by which it or its properties may be bound or affected.
Corporate Authorization, Etc. The execution, delivery and performance by each Guarantor of this Agreement and the Notes to which it is a party are within such Guarantor’s corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) the charter or bylaws of such Guarantor or (ii) any law or contractual restriction binding on or affecting the Company or any of its Subsidiaries.
Corporate Authorization, Etc. The execution, delivery and performance by each of the Principal Companies and the Subsidiary Guarantors of each of the Loan Documents to which it is or is to become a party as contemplated hereby, and, in the case of the Borrower, to make the Borrowings contemplated hereby, have been duly authorized by all necessary corporate, limited liability company or partnership action, as the case may be, and do not and will not:
(a) contravene in any material respect any of the terms or other provisions of any of the Governing Documents of any such Person;
(b) conflict in any material respect with or result in any material breach or contravention of, or the creation of any Liens under, any Instrument or other document creating, governing or evidencing any material Contractual Obligation to which such Person is a party or by which such Person or any of its Property is bound or any order, injunction, writ or decree of any Governmental Authority to which such Person or any of its Property is subject; or
(c) violate any Applicable Law in any material respect.
Corporate Authorization, Etc. The execution, delivery and performance by the Guarantor of this Guaranty are within the Guarantor’s corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) the charter or bylaws of the Guarantor or (ii) any law or contractual restriction binding on or affecting the Guarantor or any of its Subsidiaries.
Corporate Authorization, Etc. PAXmed represents and warrants to PHG that this Agreement is the duly and validly authorized, legal and binding obligation of PAXmed. PHG represents and warrants to PAXmed that this Agreement is the duly and validly authorized, legal and binding obligation of PHG.
Corporate Authorization, Etc. The execution, delivery and performance by each of the Principal Companies of each of the First Amendment Documents to which it is or is to become a party as contemplated hereby, and, in the case of the Borrower, to exchange Term B Loans for Term B1 Loans and to make the Borrowings of Additional Term B1 Loans contemplated hereby, have been duly authorized by all necessary corporate or limited liability company action, as the case may be, and do not and will not:
(i) contravene in any material respect any of the terms or other provisions of any of the Governing Documents of any such Credit Party;
(ii) conflict in any material respect with or result in any material breach or contravention of, or the creation of any Liens under, any Instrument or other document creating, governing or evidencing any material Contractual Obligation to which such Credit Party is a party or by which such Credit Party or any of its Property is bound or any order, injunction, writ or decree of any Governmental Authority to which such Credit Party or any of its Property is subject; or
(iii) violate any Applicable Law in any material respect.
Corporate Authorization, Etc. The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate
Corporate Authorization, Etc. The execution, delivery and performance by each of the Principal Companies of this Amendment have been duly authorized by all necessary corporate or limited liability company action, as the case may be, and do not and will not: (i) contravene in any material respect any of the terms or other provisions of any of the Governing Documents of any such Credit Party; (ii) conflict in any material respect with or result in any material breach or contravention of, or the creation of any Liens under, any Instrument or other document creating, governing or evidencing any material Contractual Obligation to which such Credit Party is a party or by which such Credit Party or any of its Property is bound or any order, injunction, writ or decree of any Governmental Authority to which such Credit Party or any of its Property is subject; or (iii) violate any Applicable Law in any material respect.
