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 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. 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:
Corporate Authorization, Etc. The execution, delivery and performance by each of the Borrower and its Subsidiaries 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:
Corporate Authorization, Etc. Seller is duly incorporated and existing under the laws of the British Virgin Islands; Seller has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herein; this Agreement has been approved by all requisite corporate action of Seller, including without limitation approval by the board of directors of Seller; the person or persons executing this Agreement on behalf of Seller are duly authorized to execute and deliver this Agreement; upon execution of this Agreement, this Agreement shall constitute the valid, legal and binding obligations of Seller, enforceable against Seller in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as principles of equity; and the execution, delivery and performance of this Agreement will not, in any material respect, result in any breach or violation of, or conflict with, any provision of any contract, bylaw, order or other instrument to which Seller is party or is subject.
Corporate Authorization, Etc. Buyer is duly organized and existing under the laws of Tennessee; Buyer has the corporate power and authority to enter into this Agreement and to consummate and perform the transactions contemplated herein; this Agreement has been approved by all requisite corporate action of Buyer, including without limitation approval by the board of directors of Buyer; each of the persons executing this Agreement is duly authorized to execute and deliver this Agreement; upon execution of this Agreement, this Agreement shall constitute the valid, legal and binding obligations of Buyer, enforceable against Buyer in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as principles of equity; and the execution, delivery and performance of this Agreement will not result in any breach or violation of, or conflict with, any provision of any law or regulation of any governmental authority, any contract or agreement, any articles or certificate of formation, operating agreement or similar constitutive or governing instrument, any order, judgment or decree, or any other instrument to which, in each case, Buyer or its property are party or are subject.
Corporate Authorization, Etc. Seller has all necessary power and authority to execute and deliver this Agreement and all agreements, instruments and documents to be executed and delivered hereunder by Seller, to consummate the transactions contemplated hereby and to perform all terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by Seller and all agreements, instruments and documents to be executed and delivered by Seller hereunder, the performance by Seller of all the terms and conditions hereof to be performed by it and the consummation of the transactions contemplated hereby have been duly authorized and approved by the Board of Directors of Seller, and no other proceedings of Seller are necessary with respect thereto. All corporate actions required on behalf of the Seller in connection with this Agreement and the transactions contemplated hereby have been duly taken. All persons who have executed and delivered this Agreement, and all persons who will execute and deliver the other agreements, documents and instruments to be executed and delivered by Seller hereunder, have been duly authorized to do so by all necessary actions on the part of Seller. This Agreement constitutes, and each other agreement or instrument to be executed by Seller hereunder, when executed and delivered by Seller, will constitute, the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms, except to the extent the enforceability hereof and thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other laws relating to or affecting creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
