Corporate Authorization; No Violation. The execution, delivery and performance by Owner Participant of this Agreement and the other Operative Documents to which it is or will be party have been duly authorized by all necessary [corporate] action on the part of Owner Participant, do not require any [stockholder] approval or approval or consent of any trustee or holder of indebtedness or obligations of Owner Participant, except such as have been duly obtained, or violate or result in a breach of, or constitute a default under, or result in the creation of any Lien (other than as permitted under the Operative Documents) upon the property of Owner Participant under, any indenture, mortgage, contract or other agreement to which Owner Participant is a party or by which Owner Participant or its properties is or are bound or affected. The execution, delivery and performance by Owner Participant of this Agreement and the other Operative Documents to which it is or will be party and the acquisition by Owner Participant of its interest in the Trust Estate (and the rights related thereto) do not and will not violate the [organizational documents] of Owner Participant or any current law, governmental rule, regulation, judgment or order binding on Owner Participant (including, without limitation, any such law, rule, regulation, judgment or order relating to money-laundering, anti-corruption or export control or imposing economic sanctions).
Corporate Authorization; No Violation. The execution, delivery and performance by Lessee of this Agreement and the other Operative Documents to which it is or will be a party have been duly authorized by all necessary corporate action on the part of Lessee, do not require any stockholder approval or approval or consent of any trustee or holder of indebtedness or obligations of Lessee, except such as have been duly obtained, and do not and will not violate the certificate of incorporation or by-laws of Lessee or any current law, governmental rule, regulation, judgment or order binding on Lessee or violate or result in a breach of, or constitute a default under, or result in the creation of any Lien (other than as permitted under the Operative Documents) upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which Lessee or its properties is or are bound or affected.
Corporate Authorization; No Violation. The execution, delivery and performance by each Facility Borrower of this Agreement are within the corporate powers of such Facility Borrower, have been duly authorized by all necessary corporate action, and do not contravene any Requirement of Law or Contractual Obligation of CFC or any of its Subsidiaries, except to the extent that such contravention would not have a material adverse effect on the business, operations or financial condition of CFC and its Subsidiaries taken as a whole or on the ability of such Facility Borrower to fulfill its obligations under this Agreement or on the rights and remedies of the Agents and the Banks hereunder.
Corporate Authorization; No Violation. The execution, delivery ------------------------------------- and performance by the Borrower of this Loan Agreement, the Line of Credit Note and the other Loan Documents to which the Borrower is a party are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action on the part of the Borrower, and do not violate, breach or contravene in any material respect any Requirement of Law or Contractual Obligation of the Borrower or result in the creation of a Lien on any of its assets.
Corporate Authorization; No Violation. The execution, delivery and performance by Lessee of this Agreement and the other Operative Documents to which it is or will be a party have been duly authorized by all necessary corporate action on the part of Lessee [and by the Bankruptcy Court]6, do not require any stockholder approval or approval or consent of any trustee or holder of indebtedness or obligations of Lessee, except such as have been duly obtained, and do not and will not violate the certificate of incorporation or by-laws of Lessee or any current law, governmental rule, regulation, judgment or order binding on Lessee or violate or result in a breach of, or constitute a default under, or result in the creation of any Lien (other than as permitted under the Operative Documents) upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which Lessee or its properties is or are bound or affected.
Corporate Authorization; No Violation. Xxxxxxxx has duly authorized the execution and delivery of this Agreement and the Xxxxxxxx Closing Documents, the performance by it of its obligations under this Agreement and the Xxxxxxxx Closing Documents and the consummation of the transactions contemplated by this Agreement and the Xxxxxxxx Closing Documents. This Agreement constitutes, and each of the Xxxxxxxx Closing Documents to be executed and delivered by Xxxxxxxx at the Closing shall, when so executed and delivered, constitute, the valid and binding obligation of Xxxxxxxx, enforceable against Xxxxxxxx in accordance with their respective terms (subject, as to enforcement, to bankruptcy, reorganization, insolvency, moratorium, and other laws relating to or affecting creditors' rights generally and to the availability of equitable remedies). Except as set forth on Xxxxxxxx Disclosure Schedule 5.2, neither the execution and delivery of this Agreement or any of the Xxxxxxxx Closing Documents by Xxxxxxxx, nor the performance by Xxxxxxxx of its obligations under this Agreement or any of the Xxxxxxxx Closing Documents nor the consummation by Xxxxxxxx of the transactions contemplated by this Agreement or any of the Xxxxxxxx Closing Documents will result in a breach of the terms, conditions or provisions of, constitute a default under, result in any violation of, or result in the creation of any Encumbrance upon any of the Shares or Xxxxxxxx Assets pursuant to, the Certificate of Incorporation or the By-laws of Xxxxxxxx or Subsidiary or any agreement or instrument to which Xxxxxxxx or Subsidiary is a party or by which Xxxxxxxx or Subsidiary or any of the Xxxxxxxx Assets, Assumed Liabilities or Shares is bound or any statute, law, ordinance, rule or regulation of, or judgment, order, writ, injunction or decree of any court or administrative or governmental agency or body applicable to Xxxxxxxx, Subsidiary, any of the Xxxxxxxx Assets or Assumed Liabilities or any of the Shares, except as will not result, either individually or in the aggregate, in a Material Adverse Effect.
Corporate Authorization; No Violation. ThedaCare has the full corporate power and authority to enter into, and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by ThedaCare has been duly and properly authorized by proper corporate action in accordance with applicable laws and its articles of incorporation, as amended through the date hereof, and corporate bylaws, as amended through the date hereof. This Agreement constitutes the lawful, valid and legally binding obligation of ThedaCare, enforceable against ThedaCare in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors’ rights and by general equitable principles. Except as set forth on Schedule 6.2(b), the execution, delivery and performance of this Agreement will not: (i) violate or conflict with any provision of, does not constitute a default or breach of any ThedaCare Key Contract, any ThedaCare Material Licenses and Permits, any judgment, decree, order, writ or injunction of any court or regulatory authority, or any law, statute, rule or regulation, applicable to ThedaCare or a ThedaCare Affiliate; (ii) result in the acceleration or mandatory prepayment of any ThedaCare Indebtedness; (iii) result in a right of first refusal or purchase option in favor of a third- party affecting any assets of ThedaCare or a ThedaCare Affiliate, or permit any put or similar obligation requiring ThedaCare or a ThedaCare Affiliate to purchase assets of a third-party; (iv) result in the acceleration or mandatory payment of any contingent payment by ThedaCare or any ThedaCare Affiliate;
Corporate Authorization; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement. Upon the valid execution and delivery of the Joint Stockholder Consent by the Major Stockholders, the Company shall have received the Company Stockholder Approval.
Corporate Authorization; No Violation. The execution, delivery and performance by each Facility Borrower of this Agreement are within such Facility Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene any Requirement of Law or Contractual Obligation of Chrysler or any of its Subsidiaries or result in the creation of a Lien on any of their respective assets.
