Common use of Corporate Power and Authorization to Execute Loan Documents; No Conflict; No Consent Clause in Contracts

Corporate Power and Authorization to Execute Loan Documents; No Conflict; No Consent. Each of the Parent, Borrower and the Restricted Subsidiaries has the corporate or limited liability company power and authority and the legal right to execute and deliver the Loan Documents to be executed by it and to perform its obligations thereunder, and has taken all corporate action necessary to authorize the execution, delivery, and performance of such Loan Documents and to authorize the transactions contemplated thereby. The execution, delivery, and performance by the Parent, the Borrower or the Restricted Subsidiaries of the Loan Documents to be executed by it will not contravene, conflict with, result in the breach of, or constitute a violation of or default under, or result in the creation of any lien, charge, or encumbrance upon any property or assets of such Person, pursuant to the constituent documents or other governing instruments of such Person, or any applicable law, rule, regulation, judgment, order, writ, injunction, or decree or any indenture or other agreement or instrument to which the Borrower, the Parent or a Restricted Subsidiary is a party, or by which such Person or its property may be bound or affected which has a material adverse effect on the business earnings, prospects, properties, or conditions (financial or otherwise) of the Borrower and the Restricted Subsidiaries taken as a whole. No consent, license, or authorization of, or filing with, or notice to, any Person or entity (including, without limitation, any governmental authority), is necessary or required in connection with the execution, delivery, performance, validity, or enforceability of the Loan Documents and the transactions as contemplated thereunder, except for consents, licenses, authorizations, filings, and notices obtained or performed by the Borrower or any Restricted Subsidiary and of which the Bank has been provided written notice, or referred to or disclosed in the Loan Documents. Any such consents, licenses, authorizations, filings, or notices remain in full force and effect.

Appears in 4 contracts

Samples: Credit Agreement (National Beverage Corp), Credit Agreement (National Beverage Corp), Credit Agreement (National Beverage Corp)

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Corporate Power and Authorization to Execute Loan Documents; No Conflict; No Consent. Each of the Parent, Borrower and the Restricted Subsidiaries has the corporate or limited liability company power and authority and the legal right to execute and deliver the Loan Documents to be executed by it and to perform its obligations thereunder, and has taken all corporate action necessary to authorize the execution, delivery, and performance of such Loan Documents and to authorize the transactions contemplated thereby. The execution, delivery, and performance by the Parent, the Borrower or the Restricted Subsidiaries of the Loan Documents to be executed by it will not contravene, conflict with, result in the breach of, or constitute a violation of or default under, or result in the creation of any lien, charge, or encumbrance upon any property or assets of the such Person, pursuant to the constituent documents or other governing instruments of such Person, or any applicable law, rule, regulation, judgment, order, writ, injunction, or decree or any indenture or other agreement or instrument to which the Borrower, the Parent or a Restricted Subsidiary is a party, or by which such Person or its property may be bound or affected which has a material adverse effect on the business earnings, prospects, properties, or conditions (financial or otherwise) of the Borrower and the Restricted Subsidiaries taken as a whole. No consent, license, or authorization of, or filing with, or notice to, any Person or entity (including, without limitation, any governmental authority), is necessary or required in connection with the execution, delivery, performance, validity, or enforceability of the Loan Documents and the transactions as contemplated thereunder, except for consents, licenses, authorizations, filings, and notices obtained or performed by the Borrower or any Restricted Subsidiary and of which the Bank has been provided written notice, or referred to or disclosed in the Loan Documents. Any such consents, licenses, authorizations, filings, or notices remain in full force and effect.

Appears in 3 contracts

Samples: Credit Agreement (National Beverage Corp), Credit Agreement (National Beverage Corp), Credit Agreement (National Beverage Corp)

Corporate Power and Authorization to Execute Loan Documents; No Conflict; No Consent. Each of the Parent, Borrower and the Restricted Subsidiaries (i) The Issuer has the corporate or limited liability company power and authority and the legal right to execute and deliver the Loan Documents to be executed by it and to perform its obligations thereunder, thereunder and has taken all corporate action necessary to authorize the execution, delivery, and performance of such Loan Documents and to authorize the transactions contemplated thereby. . (ii) The execution, delivery, and performance by the Parent, the Borrower or the Restricted Subsidiaries Issuer of the Loan Documents to be executed by it will not not: (i) contravene, conflict with, result in the breach of, or constitute a violation of or default underunder (x) the articles of incorporation or bylaws of the Issuer, (y) any applicable law, rule, regulation, judgment, order, writ, injunction, or decree of any court or governmental authority, or (z) any agreement or instrument to which the Issuer is a party or by which the Issuer or its property may be bound or affected; or (ii) result in the creation of any lien, charge, or encumbrance upon any property or assets of such Person, the Issuer pursuant to the constituent documents or other governing instruments of such Person, or any applicable law, rule, regulation, judgment, order, writ, injunction, or decree or any indenture or other agreement or instrument to which the Borrower, the Parent or a Restricted Subsidiary is a party, or by which such Person or its property may be bound or affected which has a material adverse effect on the business earnings, prospects, properties, or conditions (financial or otherwise) of the Borrower and foregoing, except the Restricted Subsidiaries taken as a whole. liens created by the Loan Documents. (iii) No consent, license, or authorization of, or filing with, or notice to, any Person or entity (including, without limitation, any governmental authority), is necessary or required in connection with the execution, delivery, performance, validity, or enforceability of the Loan Documents and the transactions as contemplated thereunder, except for consents, licenses, authorizations, filings, and notices already obtained or performed by or the Borrower failure to obtain or any Restricted Subsidiary and of which perform the Bank has been provided written notice, or referred to or disclosed in the Loan Documentssame would not have a Material Adverse Effect. Any such consents, licenses, authorizations, filings, or notices remain in full force and effect.

Appears in 2 contracts

Samples: Convertible Security Agreement (Gulfstream International Group Inc), Convertible Security Agreement (Gulfstream International Group Inc)

Corporate Power and Authorization to Execute Loan Documents; No Conflict; No Consent. Each of the Parent, Borrower and the Restricted Subsidiaries Subsidiary Loan Parties has the corporate or limited liability company other requisite power and authority and the legal right to execute and deliver the Loan Documents to be executed by it and to perform its obligations thereunder, thereunder and has taken all corporate or other requisite action necessary to authorize the execution, delivery, and performance of such Loan Documents and to authorize the transactions contemplated thereby. The execution, delivery, and performance by the Parent, each of the Borrower or the Restricted Subsidiaries and each Subsidiary Loan Party of the Loan Documents to be executed by it will not does not: (a) contravene, conflict with, result in the breach of, or constitute a violation of or default underunder (i) the certificate of incorporation or organization, or result in the creation of any lienbylaws, charge, or encumbrance upon any property or assets of such Person, pursuant to the constituent documents operating agreement or other governing instruments document of the Borrower or such PersonSubsidiary Loan Party, or (ii) any applicable law, rule, regulation, judgment, order, writ, injunction, or decree of any court or Governmental Authority or (iii) any indenture or other any material agreement or instrument to which the Borrower, the Parent Borrower or a Restricted any Subsidiary Loan Party is a party, party or by which such Person the Borrower or any Subsidiary Loan Party or any of its property may be bound or affected which has a material adverse effect on affected; or (b) result in the business earnings, prospects, properties, creation of any Lien upon any property or conditions (financial or otherwise) assets of the Borrower and or any Subsidiary Loan Party pursuant to any of the Restricted Subsidiaries taken as a wholeforegoing (except Liens created under the Loan Documents). No consent, license, or authorization of, or filing with, or notice to, any Person or entity (including, without limitation, any governmental authorityGovernmental Authority), is necessary or required in connection with the execution, delivery, performance, validity, or enforceability of the Loan Documents and the transactions as contemplated thereunder, except for (i) consents, licenses, authorizations, filings, and notices which have already been obtained or performed by the Borrower or any Restricted Subsidiary and of which the Bank Administrative Agent has been provided written notice, or which are referred to or disclosed in the Loan Documents and (ii) filings necessary to perfect Liens created under the Loan Documents. Any such consents, licenses, authorizations, filings, or notices which have been obtained remain in full force and effect.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Heico Corp), Revolving Credit Agreement (Heico Corp)

Corporate Power and Authorization to Execute Loan Documents; No Conflict; No Consent. Each of the Parent, Borrowers and each general partner of a partnership Borrower and the Restricted Subsidiaries has the corporate or limited liability company power and authority and the legal right to execute and deliver the respective Loan Documents to be executed by it them and to perform its their respective obligations thereunder, thereunder and has have taken all partnership and/or corporate action necessary to authorize the execution, delivery, and performance of such Loan Documents and to authorize the transactions contemplated thereby. The execution, delivery, and performance by the Parent, the Borrower or the Restricted Subsidiaries each of the Borrowers and each general partner of a partnership Borrower of the respective Loan Documents to be executed by it them will not not: (a) contravene, conflict with, result in the breach of, or constitute a violation of or default underunder (i) the partnership agreement, joint venture agreement or result in the creation articles of incorporation or bylaws of any lienof them, charge, or encumbrance upon any property or assets of such Person, pursuant to the constituent documents or other governing instruments of such Person, or (ii) any applicable law, rule, regulation, judgment, order, writ, injunction, or decree of any court or governmental authority, or (iii) any indenture or other agreement or instrument to which the Borrower, the Parent any Borrower or a Restricted Subsidiary any general partner of any partnership Borrower is a party, party or by which such Person any Borrower or any general partner of any partnership Borrower or its property properties may be bound or affected which has a material adverse effect on affected; or (b) result in the business earningscreation of any Lien, prospects, propertiescharge, or conditions (financial or otherwise) encumbrance upon any of the properties or assets of any Borrower and or any general partner of any partnership Borrower pursuant to any of the Restricted Subsidiaries taken as a wholeforegoing, except the Liens created by the Loan Documents. No consent, license, or authorization of, or filing with, or notice to, any Person or entity (including, without limitation, any governmental authority), is necessary or required in connection with the execution, delivery, performance, validity, or enforceability of the Loan Documents and the transactions as contemplated thereunder, except for consents, licenses, authorizations, filings, and notices already obtained or performed by the Borrower or any Restricted Subsidiary and of which the Bank has Lenders have been provided written notice, or referred to or disclosed in the Loan Documents. Any such consents, licenses, authorizations, filings, or notices remain in full force and effect.

Appears in 1 contract

Samples: Credit Agreement (Arvida JMB Partners L P)

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Corporate Power and Authorization to Execute Loan Documents; No Conflict; No Consent. Each of the Parent, Borrower and the Restricted Subsidiaries has the corporate or limited liability company power and authority and the legal right to execute and deliver the Loan Documents to be executed by it and to perform its obligations thereunder, thereunder and has taken all corporate action necessary to authorize the execution, delivery, and performance of such Loan Documents and to authorize the transactions contemplated thereby. The execution, delivery, and performance by the Parent, the Borrower or the Restricted Subsidiaries of the Loan Documents to be executed by it will not not: (a) contravene, conflict with, result in the breach of, or constitute a violation of or default underunder (i) the articles of incorporation or bylaws of Borrower, (ii) any applicable law, rule, regulation, judgment, order, writ, injunction, or decree of any court or governmental authority, or (iii) any agreement or instrument to which Borrower is a party or by which Borrower or its property may be bound or affected; or (b) result in the creation of any lien, charge, or encumbrance upon any property or assets of such Person, Borrower pursuant to the constituent documents or other governing instruments of such Person, or any applicable law, rule, regulation, judgment, order, writ, injunction, or decree or any indenture or other agreement or instrument to which the Borrower, the Parent or a Restricted Subsidiary is a party, or by which such Person or its property may be bound or affected which has a material adverse effect on the business earnings, prospects, properties, or conditions (financial or otherwise) of the Borrower and foregoing, except the Restricted Subsidiaries taken as a wholeliens created by the Loan Documents. No consent, license, or authorization of, or filing with, or notice to, any Person or entity (including, without limitation, any governmental authority), is necessary or required in connection with the execution, delivery, performance, validity, or enforceability of the Loan Documents and the transactions as contemplated thereunder, except for consents, licenses, authorizations, filings, and notices already obtained or performed by the Borrower or any Restricted Subsidiary and of which the Bank Administrative Lender has been provided written notice, or referred to or disclosed in the Loan Documents. Any such consents, licenses, authorizations, filings, or notices remain in full force and effect.

Appears in 1 contract

Samples: Credit Agreement (Flanders Corp)

Corporate Power and Authorization to Execute Loan Documents; No Conflict; No Consent. Each of the Parent, Borrower and the Restricted Subsidiaries has the corporate or limited liability company power and authority and the legal right to execute and deliver the Loan Documents to be executed by it and to perform its obligations thereunder, thereunder and has taken all corporate action necessary to authorize the execution, delivery, and performance of such Loan Documents and to authorize the transactions contemplated thereby. The execution, delivery, and performance by the Parent, the Borrower or the Restricted Subsidiaries of the Loan Documents to be executed by it will not not: (a) contravene, conflict with, result in the breach of, or constitute a violation of or default underunder (i) the articles of incorporation or bylaws of Borrower, (ii) any applicable law, rule, regulation, judgment, order, writ, injunction, or decree of any court or governmental authority, or (iii) any agreement or instrument to which Borrower is a party or by which Borrower or its property may be bound or affected; or (b) result in the creation of any lien, charge, or encumbrance upon any property or assets of such Person, Borrower pursuant to the constituent documents or other governing instruments of such Person, or any applicable law, rule, regulation, judgment, order, writ, injunction, or decree or any indenture or other agreement or instrument to which the Borrower, the Parent or a Restricted Subsidiary is a party, or by which such Person or its property may be bound or affected which has a material adverse effect on the business earnings, prospects, properties, or conditions (financial or otherwise) of the Borrower and foregoing, except the Restricted Subsidiaries taken as a wholeliens created by the Loan Documents. No consent, license, or authorization of, or filing with, or notice to, any Person or entity (including, without limitation, any governmental authority), is necessary or required in connection with the execution, delivery, performance, validity, or enforceability of the Loan Documents and the transactions as contemplated thereunder, except for consents, licenses, authorizations, filings, and notices already obtained or performed by the Borrower or any Restricted Subsidiary and of which the Bank Administrative Agent has been provided written notice, or referred to or disclosed in the Loan Documents. Any such consents, licenses, authorizations, filings, or notices remain in full force and effect.

Appears in 1 contract

Samples: Credit Agreement (Flanders Corp)

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