Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby: (i) are within such Loan Party’s corporate, limited liability company, partnership or other powers; (ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required; (iii) do not and will not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (E) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents or as permitted by Section 8.2
Appears in 3 contracts
Samples: Credit Agreement (Marquee Holdings Inc.), Credit Agreement (Amc Entertainment Inc), Credit Agreement (Marquee Holdings Inc.)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery delivery, and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated therebyTransactions:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other organizational powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) this Agreement will have been duly authorized by all necessary corporate corporate, limited liability company or other organizational partnership action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, other than any violation of any Requirement of Law relating to (I) any Excepted Consent having not been obtained at the time such representation is made or (II) any consent, authorization, approval, filing or registration with or from any non-U.S. Governmental Authority outside the control of the Parent or its Restricted Subsidiaries that each Administrative Agent agrees, in its sole discretion, to be obtained, delivered or filed after the date on which the representation in this clause (iii) is made, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material lawful Contractual Obligation of such Loan Party or any of its Restricted Subsidiaries, except to other than in the extent case of this clause (C) any such conflict, breach, default, termination or acceleration would that could not reasonably be expected to have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its SubsidiariesParty, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than (A) those that have been obtained or made and are in full force and effect, (B) resolutions of the board of directors or other similar authority of each Loan Party that have been (or such later date upon which such Person becomes a Guarantor), obtained or made, (C) the Excepted Consents, (D) any consent, authorization, approval, filing or registration with or from any non-U.S. Governmental Authority outside the control of the Parent or its Restricted Subsidiaries that each Administrative Agent agrees, in its sole discretion, to be obtained, delivered or filed after the date on which the representation in this clause (iv) is made, and (E) with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party who is a party thereto. This Agreement is, and the other Loan Documents will be, when delivered, the legal, valid and binding obligation of each Loan Party who is a party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or as permitted by Section 8.2other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
Appears in 3 contracts
Samples: Credit Agreement (McDermott International Inc), Credit Agreement (McDermott International Inc), Credit Agreement (McDermott International Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other organizational powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) IV will have been duly authorized by all necessary corporate corporate, limited liability company or other organizational partnership action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve BoardFRB), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material lawful Contractual Obligation of such Loan Party or any of its Subsidiaries, except to other than in the extent case of this clause (C) any such conflict, breach, default, termination or acceleration would that could not reasonably be expected to have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Security Instruments; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 5.02 or that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 4.01, and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Security Instruments.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party who is a party thereto. This Agreement is, and the other Loan Documents will be, when delivered, the legal, valid and binding obligation of each Loan Party who is a party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or as permitted by Section 8.2other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
Appears in 3 contracts
Samples: Credit Agreement (Babcock & Wilcox Co), Credit Agreement (Babcock & Wilcox Co), Credit Agreement (McDermott International Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The Except as set forth on Schedule 3.3, the execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and all other instruments and documents to be delivered by such Loan Party hereunder and thereunder to the consummation extent it is a party thereto and the creation of the transactions contemplated thereby:
all Liens provided for herein and therein: (ia) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
power; (iib) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational limited liability company and, if any, shareholder action, including the consent ; (c) are not in contravention of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate any provision of such Loan Party’s respective Constituent Documentscharter, bylaws or operating agreement, as applicable; (Bd) will not violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board)law or regulation, or any order or decree of any Governmental Authority court or arbitrator applicable to such Loan Party, governmental instrumentality; (Ce) will not conflict with or result in the breach or termination of, or constitute a default under, under or result in or permit the termination or acceleration ofaccelerate any performance required by, any Indenture indenture, mortgage, deed of trust, lease, material agreement or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such instrument to which any Loan Party is a party or by which any Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would property is bound; (f) will not have a Material Adverse Effect, or (E) result in the creation or imposition of any Lien upon any of the property of such any Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties Agent or Lenders, all pursuant to the Collateral Loan Documents; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 2.1(c), all of which will have been duly obtained, made or complied with prior to the Closing Date and which are in full force and effect. At or prior to the Closing Date, each of the Loan Documents shall have been duly executed and delivered for the benefit of or as permitted by Section 8.2on behalf of each Loan Party which is a party thereto and each shall then constitute a legal, valid and binding obligation of such Loan Party to the extent it is a party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights and to equitable principles of general applicability.
Appears in 3 contracts
Samples: Credit Agreement (Dicks Sporting Goods Inc), Credit Agreement (Dicks Sporting Goods Inc), Credit Agreement (Galyans Trading Co Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party the Company of this Agreement, the Loan other Transaction Documents to which it is a party and all instruments and documents to be delivered by the Company, the issuance and sale of the December 2001 Preferred Stock and the consummation of the other transactions contemplated thereby:
by any of the foregoing: (i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent (ii) except for such conflicts for which consents have been obtained, do not and will not contravene its charter or by-laws, its limited liability company, or operating agreement or its certificate of shareholderspartnership or partnership agreement, partners and members where required;
as applicable, or any applicable law or any material contractual restriction binding on or otherwise affecting its operations or any of its properties, (iii) do not and will not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit require the termination creation of any Lien (other than pursuant to any Transaction Document) upon or acceleration ofwith respect to any of its properties, any Indenture or any notes issued pursuant theretoand (iv) except as set forth in Schedule 4.6, (D) conflict with or do not and will not result in the breach ofany suspension, revocation, impairment, forfeiture or constitute a default undernonrenewal of any permit, license, authorization or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party approval applicable to its operations or any of its Subsidiariesproperties, except where such contravention, creation, suspension, revocation, impairment, forfeiture, or nonrenewal is not reasonably likely to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (E) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor . This Agreement and each of the Secured Parties pursuant other Transaction Documents being delivered on the date hereof have been duly executed and delivered by the Company and Subsidiaries named therein and will be the legal, valid and binding obligation of the Company and each Subsidiary that is a party thereto, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the Collateral Documents or as permitted by Section 8.2enforcement of creditors' rights and to general principles of equity.
Appears in 2 contracts
Samples: Exchange Agreement (Coram Healthcare Corp), Exchange Agreement (Coram Healthcare Corp)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Credit Party of the Loan Documents to which it is a party and the consummation creation of the transactions contemplated thereby:
all Liens provided for therein: (ia) are within such Loan PartyPerson’s corporate, limited liability company, partnership or other powers;
power; (iib) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
; (iiic) do not and will contravene any provision of such Person’s charter, bylaws or partnership or operating agreement, memorandum or articles of association (or equivalent) as applicable; (d) do not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board)law or regulation, or any order or decree of any court or Governmental Authority or arbitrator applicable except where such violation would not reasonably be expected to such Loan Party, have a Material Adverse Effect; (Ce) do not conflict with or result in the breach or termination of, or constitute a default under, under or result in accelerate or permit the termination or acceleration ofof any performance required by, any Indenture indenture, mortgage, deed of trust, lease, agreement or any notes issued pursuant thereto, (D) conflict with other instrument to which such Person is a party or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of by which such Loan Party Person or any of its Subsidiaries, property is bound except to the extent where such conflict, breach, default, termination breach or acceleration default would not reasonably be expected to have a Material Adverse Effect, or ; (Ef) do not result in the creation or imposition of any Lien upon any material property of such Loan Party or any of its Subsidiaries, Person other than those in favor of the Collateral Agent, on behalf of itself and Secured Parties Parties, pursuant to the Collateral Loan Documents other than Liens permitted hereunder; and (g) do not require the consent or approval of any Governmental Authority, other than those which have been (or will be within any applicable statutory time limits) duly obtained, made or complied with prior to the Closing Date. Each of the Loan Documents has been duly executed and delivered by each Credit Party that is a party thereto and each such Loan Document constitutes a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as permitted such enforceability may be limited by Section 8.2(a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or similar laws of general applicability affecting the enforcement of creditors’ rights; and (b) the application of general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Appears in 2 contracts
Samples: Credit Agreement (SITEL Worldwide Corp), Credit Agreement (Catalog Resources, Inc.)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents Financing Agreements to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporatepowers as a corporation, limited liability company, partnership or other powersform of business entity;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) thereof, will have been duly authorized by all necessary corporate corporate, limited liability company, partnership or other organizational similar action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s respective Constituent Documents, except where such contravention or violation could not reasonably be expected to have a Material Adverse Effect, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, except where such violation could not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, of any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its SubsidiariesParty, except to the extent where such conflict, breach, default, termination or acceleration would could not reasonably be expected to have a Material Adverse Effect, Effect or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its SubsidiariesParty, other than (x) those in favor of the Secured Parties pursuant to the Collateral Documents or as and (y) Liens permitted by Section 8.2
Appears in 2 contracts
Samples: Credit Agreement (J Crew Group Inc), Credit Agreement (J Crew Group Inc)
Corporate Power; Authorization; Enforceable Obligations. Except as set forth in SCHEDULE 4.6 (a) The the execution, delivery and performance by each Loan Party Company of this Agreement, the Loan other Transaction Documents to which it is a party and all instruments and documents to be delivered by Company, the issuance and sale by Company of the Securities and its Option and the consummation of the other transactions contemplated thereby:
by any of the foregoing: (i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
Company's power and authority; (ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational proper action, including the consent of shareholders, partners and members where required;
; (iii) are not in contravention (with or without the lapse of time or giving of notice or both) of any provision of Company's or any Subsidiary's organizational documents or operating agreements; (iv) do not and will not violate (Awith or without the lapse of time or giving of notice or both) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board)Law, or any order or decree of any Governmental Authority Authority; (v) do not and will not (with or arbitrator applicable to such Loan Party, (Cwithout the lapse of time or giving of notice or both) conflict with or result in the breach or termination of, or constitute a default under, accelerate any performance required by, give rise to any right to increase the obligations or result in or permit otherwise modify the termination or acceleration ofterms under, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party Contract to which Company or any of its SubsidiariesSubsidiaries is a party or by which Company, except to any of its Subsidiaries or any of their respective assets or property is bound; (vi) do not and will not (with or without the extent such conflict, breach, default, termination lapse of time or acceleration would not have a Material Adverse Effect, giving of notice or (Eboth) result in the creation or imposition of any Lien upon any of the assets or property of such Loan Party Company or any of its Subsidiaries; and (vii) do not require the consent or approval of, or any filing with, any Governmental Authority or any other than those Person, except in favor the case of (iv), (v), (vi) and (vii) for such violations, conflicts, breaches, terminations, defaults, accelerations, rights, modifications, Liens, consents, approvals or filings which, singly or in the Secured Parties pursuant aggregate, would not have or could not reasonably be expected to have, a Material Adverse Effect. Each of this Agreement and the Collateral other Transaction Documents to which Company is a party has been duly executed and delivered by Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) each constitutes a legal, valid and binding obligation of Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or as permitted by Section 8.2in equity).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Artistdirect Inc), Securities Purchase Agreement (Artistdirect Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other organizational powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate corporate, limited liability company or other organizational partnership action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve BoardFRB), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material lawful Contractual Obligation of such Loan Party or any of its Subsidiaries, except to other than in the extent case of this clause (C) any such conflict, breach, default, termination or acceleration would that could not reasonably be expected to have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Security Instruments; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than (A) routine tax filings, of which the failure to so file will not result in any Loan Document being unenforceable against, or the performance of any Loan Document being impaired in any way with respect to, any Loan Party and (B) those listed on Schedule 5.02 or that have been or will be, prior to the Restatement Effective Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 4.01, and each of which on the Restatement Effective Date will be in full force and effect.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party who is a party thereto. This Agreement is, and the other Loan Documents will be, when delivered, the legal, valid and binding obligation of each Loan Party who is a party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or as permitted by Section 8.2other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
Appears in 2 contracts
Samples: Credit Agreement (B. Riley Financial, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and all other instruments and documents to be delivered by such Loan Party hereunder and thereunder to the consummation extent it is a party thereto and the creation of the transactions contemplated thereby:
all Liens provided for herein and therein: (ia) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
's corporate power; (iib) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate and, if any, shareholder action; (c) are not in contravention of any provision of such Loan Party's certificates or articles of incorporation or by-laws or other organizational action, including the consent of shareholders, partners and members where required;
documents; (iiid) do not and will not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board)law or regulation, or any order or decree of any Governmental Authority court or arbitrator applicable to such Loan Party, governmental instrumentality; (Ce) will not conflict with or result in the breach or termination of, or constitute a default under, under or result in or permit the termination or acceleration ofaccelerate any performance required by, any Indenture indenture, mortgage, deed of trust, lease, agreement or other instrument to which any notes issued pursuant thereto, (D) conflict with Loan Party is a party or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, by which any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would property is bound; (f) will not have a Material Adverse Effect, or (E) result in the creation or imposition of any Lien upon any of the property of such any Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties Agent or Lenders, all pursuant to the Collateral Loan Documents; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in SECTION 2.1(c), all of which will have been duly obtained, made or complied with prior to the Closing Date and which are in full force and effect. At or prior to the Closing Date, each of the Loan Documents shall have been duly executed and delivered for the benefit of or as permitted by Section 8.2on behalf of each Loan Party which is a party thereto and each shall then constitute a legal, valid and binding obligation of such Loan Party to the extent it is a party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights and to equitable principles of general applicability.
Appears in 2 contracts
Samples: Credit Agreement (Dicks Sporting Goods Inc), Credit Agreement (Galyans Trading Co Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other organizational powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate corporate, limited liability company or other organizational partnership action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve BoardFRB), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material lawful Contractual Obligation of such Loan Party or any of its Subsidiaries, except to other than in the extent case of this clause (C) any such conflict, breach, default, termination or acceleration would that could not reasonably be expected to have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Security Instruments; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 5.02 or that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 4.01, and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Security Instruments.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party who is a party thereto. This Agreement is, and the other Loan Documents will be, when delivered, the legal, valid and binding obligation of each Loan Party who is a party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or as permitted by Section 8.2other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
Appears in 2 contracts
Samples: Credit Agreement (Babcock & Wilcox Co), Credit Agreement (Babcock & Wilcox Co)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the 2011 Refinancing and the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to To Loans and And Letters of Of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation or Related Document of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person (other than those listed on Schedule 4.2(a) (Consents)) and such consents, authorizations, approvals, notices, filings or registrations, if any, will be, on or prior to the Restatement Date (except as set forth on Schedule 4.2(b), which schedule may be amended on or prior to the Restatement Date with the consent of the Administrative Agent)), obtained or made, copies of which will be delivered to the Administrative Agent on or prior to the Restatement Date pursuant to Section 3.1 (Conditions Precedent to Term Loans), and each of which on the Restatement Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 2 contracts
Samples: Credit Agreement (Knology Inc), Credit Agreement (Knology Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of CreditPrecedent) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s or any of its Restricted Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Restricted Subsidiaries or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Restricted Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Amendment No. 3 Effective Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent, and each of which on the Amendment No. 3 Effective Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 2 contracts
Samples: Credit Agreement (Tenet Healthcare Corp), Credit Agreement (Tenet Healthcare Corp)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Credit Party of the Loan LC Facility Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Credit Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) Precedent), will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Credit Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Credit Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Credit Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Credit Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any property of such Loan Credit Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Effective Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions to Effectiveness), and each of which on the Effective Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other LC Facility Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Credit Party party thereto. This Agreement is, and the other LC Facility Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Credit Party party thereto, enforceable against such Credit Party in accordance with its terms.
Appears in 2 contracts
Samples: Letter of Credit Facility Agreement (Tenet Healthcare Corp), Letter of Credit Facility Agreement (Tenet Healthcare Corp)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party the Borrower of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other the Borrower's corporate powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members shareholders where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s respective the Borrower's Constituent Documents, (B) violate any other applicable Requirement of Law applicable to such Loan Party the Borrower or any of its Subsidiaries (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Partythe Borrower or any of its Subsidiaries, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party the Borrower or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any of the property of such Loan Party the Borrower or any of its Subsidiaries; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 and which have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Lender pursuant to Section 3.1, and each of which on the Closing Date will be in favor full force and effect.
(b) This Agreement has been, and each of the Secured Parties other Loan Documents will have been upon delivery thereof pursuant to the Collateral terms of this Agreement, duly executed and delivered by the Borrower. This Agreement is, and the other Loan Documents or as permitted by Section 8.2will be, when delivered hereunder, the legal, valid and binding obligation of the Borrower party thereto, enforceable against the Borrower in accordance with its terms.
Appears in 2 contracts
Samples: Term Loan Agreement (Arv Assisted Living Inc), Term Loan Agreement (Arv Assisted Living Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery delivery, and performance by each Loan Credit Party of the Loan Credit Documents to which it is a party and the consummation of the transactions contemplated therebyTransactions:
(i) are within such Loan Credit Party’s corporate, limited liability company, partnership or other organizational powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) this Agreement will have been duly authorized by all necessary corporate corporate, limited liability company or other organizational partnership action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Credit Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Credit Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Credit Party, other than any violation of any Requirement of Law relating to (I) any Excepted Consent having not been obtained at the time such representation is made or (II) any consent, authorization, approval, filing or registration with or from any non-U.S. Governmental Authority outside the control of the Parent or its Restricted Subsidiaries that the Administrative Agent agrees, in its sole discretion, to be obtained, delivered or filed after the date on which the representation in this clause (iii) is made, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material lawful Contractual Obligation of such Loan Credit Party or any of its Restricted Subsidiaries, except to other than in the extent case of this clause (C) any such conflict, breach, default, termination or acceleration would that could not reasonably be expected to have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its SubsidiariesCredit Party, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than (A) those that have been obtained or made and are in full force and effect, (B) resolutions of the board of directors or other similar authority of each Credit Party that have been (or such later date upon which such Person becomes a Guarantor), obtained or made, (C) the Excepted Consents, (D) any consent, authorization, approval, filing or registration with or from any non-U.S. Governmental Authority outside the control of the Parent or its Restricted Subsidiaries that the Administrative Agent agrees, in its sole discretion, to be obtained, delivered or filed after the date on which the representation in this clause (iv) is made, and (E) with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Credit Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Credit Party who is a party thereto. This Agreement is, and the other Credit Documents will be, when delivered, the legal, valid and binding obligation of each Credit Party who is a party thereto, enforceable against such Credit Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or as permitted by Section 8.2other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
Appears in 2 contracts
Samples: Letter of Credit Agreement (McDermott International Inc), Letter of Credit Agreement (McDermott International Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party Borrower of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
: (i) are within such Loan PartyBorrower’s corporate, limited liability company, partnership or other organizational powers;
; (ii) have been or, at the time of delivery thereof pursuant to Article III IV (Conditions to Loans and Letters of CreditLending) will have been been, duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
; (iii) do not and will not (A) contravene such Borrower’s or violate such Loan Party’s any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party Borrower (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan PartyBorrower, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party Borrower or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party Borrower or any of its Material Subsidiaries; (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 5.02 (Consents) or that have been or will be, prior to the Effective Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 4.01(a)(iii)(y), and each of which on the Effective Date will be in favor full force and effect.
(b) This Agreement has been, and each of the Secured Parties other Loan Documents will have been, upon delivery thereof pursuant to the Collateral terms of this Agreement, duly executed and delivered by each Borrower and the Guarantor party thereto. This Agreement is, and the other Loan Documents or as permitted by Section 8.2will be, when delivered hereunder, the legal, valid and binding obligation of each Borrower and the Guarantor party thereto, enforceable against such Borrower and the Guarantor in accordance with its terms.
Appears in 2 contracts
Samples: Credit Agreement (FMC Corp), Credit Agreement (FMC Corp)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Company and its Subsidiaries of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s Person's corporate, limited liability company, partnership or other comparable powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to To Loans and And Letters of Of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene such Person's or violate such Loan Party’s any of its Subsidiaries' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party Person (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan PartyPerson, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party Person or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person and do not require any Other Taxes or fees to be paid, in each case, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings and any customary fees in respect thereto required to be paid to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each of the Company and its Subsidiaries party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each of the Company and its Subsidiaries party thereto, enforceable against such Person in accordance with its terms.
Appears in 2 contracts
Samples: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party the Company of this Agreement, the Loan other Transaction Documents to which it is a party and all instruments and documents to be delivered by the Company, the issuance and sale of the Preferred Stock and the consummation of the other transactions contemplated thereby:
by any of the foregoing: (i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent (ii) except for such conflicts for which consents have been obtained, do not and will not contravene its charter or by-laws, its limited liability company or operating agreement or its certificate of shareholderspartnership or partnership agreement, partners and members where required;
as applicable, or any applicable law or any material contractual restriction binding on or otherwise affecting its operations or any of its properties, (iii) do not and will not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit require the termination creation of any Lien (other than pursuant to any Transaction Document) upon or acceleration ofwith respect to any of its properties, any Indenture or any notes issued pursuant theretoand (iv) except as set forth in Schedule 4.6, (D) conflict with or do not and will not result in the breach ofany suspension, revocation, impairment, forfeiture or constitute a default undernonrenewal of any permit, license, authorization or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party approval applicable to its operations or any of its Subsidiariesproperties, except where such contravention, creation, suspension, revocation, impairment, forfeiture or nonrenewal is not reasonably likely to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (E) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor . This Agreement and each of the Secured Parties pursuant other Transaction Documents being delivered on the date hereof have been duly executed and delivered by the Company and Subsidiaries named therein and will be the legal, valid and binding obligation of the Company and each Subsidiary that is a party thereto, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the Collateral Documents or as permitted by Section 8.2enforcement of creditors' rights and to general principles of equity.
Appears in 2 contracts
Samples: Exchange Agreement (Coram Healthcare Corp), Exchange Agreement (Goldman Sachs Group Inc/)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to To Loans and And Letters of Of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation or Related Document of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person (other than those listed on Schedule 4.2(a) (Consents)) and such consents, authorizations, approvals, notices, filings or registrations, if any, will be, on or prior to the Effective Date (except as permitted by set forth on Schedule 4.2(b), which schedule may be amended on or prior to the Effective Date with the consent of the Administrative Agent)), obtained or made, copies of which will be delivered to the Administrative Agent on or prior to the Effective Date pursuant to Section 8.23.1 (
Appears in 2 contracts
Samples: Credit Agreement (Knology Inc), Credit Agreement (Knology Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III IV (Conditions to Loans and Letters of CreditConditions) will have been been, duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s or any other Restricted Subsidiaries’ respective Constituent Documents, (Ba) violate any other Requirement of Law applicable to such Loan Party or any other Restricted Subsidiary (including Regulations T, U and X of the Federal Reserve BoardMargin Regulations), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan PartyParty or any other Restricted Subsidiary, (Cb) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effectother Restricted Subsidiary, or (Ec) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiariesother Restricted Subsidiary;
(iv) do not require the consent of, authorization by, approval of, notice to, permit from or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 5.02 (Consents) and that have been or will be, prior to the Effective Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Sections 4.01(a)(iii)(C) and Section 4.01(j), and each of which on the Effective Date will be in favor full force and effect.
(b) This Agreement has been, and each of the Secured Parties other Loan Documents will have been upon delivery thereof pursuant to the Collateral terms of this Agreement, duly executed and delivered by each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms (subject to any Irish law registration or as permitted by perfection requirements).
Section 8.25.03. SECTION
Appears in 2 contracts
Samples: Credit Agreement (Livent Corp.), Credit Agreement (Arcadium Lithium PLC)
Corporate Power; Authorization; Enforceable Obligations. (a) The ------------------------------------------------------- execution, delivery and performance by each Loan Party of the Loan Documents and all other instruments and documents to which be delivered by such Loan Party hereunder and thereunder to the extent it is a party thereto and the consummation creation of the transactions contemplated thereby:
all Liens provided for herein and therein: (i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
's corporate power; (ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate and shareholder action; (iii) are not in contravention of any provision of such Loan Party's certificates or articles of incorporation or by-laws or other organizational action, including the consent of shareholders, partners and members where required;
documents; (iiiiv) do not and will not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board)law or regulation, or any order or decree of any Governmental Authority court or arbitrator applicable to such Loan Party, governmental instrumentality; (Cv) will not conflict with or result in the breach or termination of, or constitute a default under, under or result in or permit the termination or acceleration ofaccelerate any performance required by, any Indenture indenture, mortgage, deed of trust, lease, agreement or other instrument to which any notes issued pursuant thereto, (D) conflict with Loan Party is a party or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, by which any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would property is bound; (vi) will not have a Material Adverse Effect, or (E) result in the creation or imposition of any Lien upon any of the property of such any Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties Agent, on behalf of itself and Lenders, all pursuant to the Collateral Loan Documents; and (vii) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section ------- 2.1(c), all of which will have been duly obtained, made or complied with prior ------ to the Closing Date and which are in full force and effect. At or prior to the Closing Date, each of the Loan Documents shall have been duly executed and delivered for the benefit of or as permitted by Section 8.2on behalf of each Loan Party which is a party thereto and each shall then constitute a legal, valid and binding obligation of such Loan Party to the extent it is a party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 2 contracts
Samples: Loan and Security Agreement (Premier Graphics Inc), Loan and Security Agreement (Master Graphics Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to To Loans and And Letters of Of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its SubsidiariesSubsidiaries (subject, except in the case of any Enforcement Action, to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, receipt of the required Change of Control Consents) or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than (i) those in favor of the Secured Parties pursuant to the Collateral Documents or as permitted (ii) such Liens on any property of any Subsidiary of Holdings (other than a Loan Party) that could not reasonably be expected to materially adversely affect the interests of the Lenders; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to Credit Agreement Macquarie Infrastructure Company Inc. the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to Effectiveness), and each of which on the Closing Date will be in full force and effect and (I) with respect to the Collateral, filings required to perfect the Liens created by Section 8.2the Collateral Documents and (II) in the case of any Enforcement Action, the Change of Control Consents.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, except to the extent limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members shareholders where required;
(iii) do not and will not (A) contravene or violate such any Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other applicable Requirement of Law applicable to such any Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such any Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such any Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any of the property of such any Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 and which, prior to the Effective Date, have been obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1, and each of which on the Effective Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party Borrower of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s Borrower's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members shareholders where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s any Borrower's respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party any Borrower (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Partyany Borrower, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Borrower or (ED) result in the creation or imposition of any Lien upon any of the property of such Loan Party or any of its Subsidiaries, Borrower other than those in favor of the Secured Parties pursuant to the Collateral Documents or as otherwise permitted under Section 8.2 hereof; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, (x) other than those the failure of which to obtain or make would not have a Material Adverse Effect and (y) other than those listed on Schedule 4.2(a) and which have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1, and each of which on the Closing Date will be in full force and effect and (z) other than with respect to the Collateral, filings required to perfect the Liens created by Section 8.2the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Borrower thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Borrower thereto, enforceable against such Borrower in accordance with its terms.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party the Borrower of the Loan Documents to which it is a party and party, the consummation of the transactions contemplated thereby, and the consummation by the Borrower, Marquee and AMC of the other Transactions:
(i) are within such Loan Partythe Borrower’s, Marquee’s corporateand AMC’s corporate powers, limited liability company, partnership or other powersas the case may be;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of CreditLoans) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members shareholders where required;
(iii) do not and will not (A) contravene or violate such Loan Partythe Borrower’s, Marquee’s respective and AMC’s Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party the Borrower, Marquee and AMC (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Partythe Borrower, (CB) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant theretothereto or the AMC Credit Agreement, (DC) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party the Borrower or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiariesthe Borrower, other than those in favor of the Secured Parties pursuant to the Collateral Documents or as permitted by Section 8.25.2 (
Appears in 1 contract
Samples: Credit Agreement (Amc Entertainment Holdings, Inc.)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party the Servicer of this Agreement and the Loan other Related Documents to which it is a party and and, solely with respect to CLAUSE (VII) below, the consummation exercise by each of the transactions contemplated thereby:
Seller, the Purchasers or the Administrative Agent of any of its rights and remedies under any Related Document to which it is a party: (i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
the Servicer's corporate power; (ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary or proper corporate or other organizational and shareholder action, including the consent of shareholders, partners and members where required;
; (iii) do not and will contravene any provision of the Servicer's charter or bylaws; (iv) do not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board)law or regulation, or any order or decree of any court or Governmental Authority or arbitrator applicable to such Loan Party, Authority; (Cv) do not conflict with or result in the breach or termination of, or constitute a default under, under or result in accelerate or permit the termination or acceleration ofof any performance required by, any Indenture indenture, mortgage, deed of trust, lease, agreement or any notes issued pursuant thereto, (D) conflict with other instrument to which the Servicer is a party or result in by which the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party Servicer or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would property of the Servicer is bound; (vi) do not have a Material Adverse Effect, or (E) result in the creation or imposition of any Lien Adverse Claim upon any of the property of such Loan Party the Servicer; and (vii) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in SECTION 3.01(B), all of its Subsidiarieswhich will have been duly obtained, other than those in favor made or complied with prior to the Closing Date. On or prior to the Closing Date, each of the Secured Parties pursuant Related Documents to which the Collateral Documents Servicer is a party shall have been duly executed and delivered by the Servicer and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of the Servicer enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or as permitted similar laws affecting creditors' rights and by Section 8.2general principles of equity.
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Daisy Parts Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) Precedent), will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Effective Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions to Effectiveness), and each of which on the Effective Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of CreditCONDITIONS TO LOANS AND LETTERS OF CREDIT) will have been duly authorized by all necessary corporate corporate, partnership or other organizational action, including the consent of shareholders, partners and partners, members or other equity holders where required;
(iii) do not and will not (A) contravene or violate such any Loan Party’s 's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such any Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such any Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such any Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any of the property of such any Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (CONSENTS) and which have been or will be, prior to the Closing Date, obtained or made, or any other consents, authorizations, approvals, filings or registrations of which the failure to obtain could not reasonably be expected to have a Material Adverse Effect, copies of which have been or will be delivered to the Administrative Agents pursuant to Section 3.1 (CONDITIONS PRECEDENT TO INITIAL LOANS AND 85 LETTERS OF CREDIT), and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other organizational powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate corporate, limited liability company or other organizational partnership action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s or any of its Restricted Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve BoardFRB), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material lawful Contractual Obligation of such Loan Party or any of its Restricted Subsidiaries, except to other than in the extent case of this clause (C) any such conflict, breach, default, termination or acceleration would that could not reasonably be expected to have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Restricted Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Security Instruments; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than (A) routine tax filings, of which the failure to file will not result in any Loan Document being unenforceable against, or the performance of any Loan Document being impaired in any way with respect to, any Loan Party, (B) those listed on Schedule 5.02 or that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 4.02, and each of which on the Closing Date will be in full force and effect and, (C) with respect to the Collateral, filings required to perfect the Liens created by the Security Instruments.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party who is a party thereto. This Agreement is, and the other Loan Documents will be, when delivered, the legal, valid and binding obligation of each Loan Party who is a party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or as permitted by Section 8.2other laws affecting creditors’ rights generally and subject to general principles of equity and/or good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of CreditTo Loans) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including rules and regulations of the of the FSA and Regulations T, U and X of the Federal Reserve Board), or any order or Credit Agreement FA Sub 3 Limited decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Acquisition Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than (x) those listed on Schedule 4.2 (Consents) and that have been or will be, prior to or as permitted of the Closing Date, obtained or made, and each of which on the Closing Date will be in full force and effect and (y) with respect to the Collateral, filings required to perfect the Liens created by Section 8.2the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party Company of this Agreement, the Loan other Transaction Documents to which it is a party and all instruments and documents to be delivered by Company, the issuance and sale of the Note and Warrant and the consummation of the other transactions contemplated thereby:
by any of the foregoing: (i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
Company's corporate power and authority; (ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary or proper corporate or other organizational action, including the consent of shareholders, partners and members where required;
; (iii) do are not and in contravention of any provision of Company's articles of incorporation or by-laws; (iv) will not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board)law or regulation, or any order or decree of any Governmental Authority court or arbitrator applicable to such Loan Party, governmental instrumentality; (Cv) will not conflict with or result in the breach or termination of, or constitute a default under, under or result in or permit the termination or acceleration ofaccelerate any performance required by, any Indenture indenture, mortgage, deed of trust, lease, agreement or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party instrument to which Company or any of its SubsidiariesSubsidiaries is a party or by which Company, except to the extent such conflict, breach, default, termination any of its Subsidiaries or acceleration would any of their property is bound; (vi) will not have a Material Adverse Effect, or (E) result in the creation or imposition of any Lien upon any of the property of such Loan Party Company or any of its Subsidiaries; and (vii) do not require the consent or approval of, or any filing with, any Governmental Authority or any other than Person (except for those in favor filings required by the registration rights provisions of the Secured Parties pursuant Warrants and filings and approvals which may be required in certain circumstances in connection with an exercise of the Warrants under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder). At or prior to the Collateral Closing Date, each of this Agreement and the other Transaction Documents shall have been duly executed and delivered by Company and each shall then constitute a legal, valid and binding obligation of Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as permitted by Section 8.2to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to To Loans and And Letters of Of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s 's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person other than those that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or as permitted by Section 8.2in equity).
Appears in 1 contract
Samples: Credit Agreement (Massey Energy Co)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party Warnaco Entity of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby, including the obtaining of the Loans and the creation and perfection of the Liens on the Collateral as security therefor:
(i) are within such Loan PartyWarnaco Entity’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been been, duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene such Warnaco Entity’s or violate such Loan Party’s its Subsidiaries respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party Warnaco Entity (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan PartyWarnaco Entity, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party Warnaco Entity or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any of the property of such Loan Party Warnaco Entity or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Loan Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and which have been or will be, prior to the Closing Date, obtained or made (without the imposition of any conditions that are not reasonably acceptable to the Agents), copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1, and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted and Xxxxxxx Acquisition Documents will have been upon delivery thereof hereunder, duly executed and delivered by Section 8.2each Warnaco Entity party thereto.
(c) This Agreement is, and the other Loan Documents and the Xxxxxxx Acquisition Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Warnaco Entity party thereto, enforceable against such Warnaco Entity in accordance with its terms.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (ai) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(iA) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(iiB) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters II of Credit) the Financing Agreement, will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iiiC) do not and will not (Ai) contravene or violate such Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (Bii) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (Ciii) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation contractual obligation of such Loan Party or any of its SubsidiariesSubsidiaries (including any agreement, except to the extent undertaking or similar provision of any securities issued by such conflict, breach, default, termination or acceleration would not have a Material Adverse Effectperson, or of any agreement, undertaking, contract, lease, indenture, mortgage, deed of trust or other instrument (Eexcluding a Loan Document) to which such person is a party or by which it or any of its property is bound or to which any of its property is subject) or (iv) result in the creation or imposition of any Lien lien, security interest or other encumbrance upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Loan Documents; and
(D) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Agent and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the liens created by the Loan Documents, except where the failure to obtain any such consent or authorization would not, individually or in the aggregate, have a Material Adverse Effect.
(ii) This Financing Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Financing Agreement, duly executed and delivered by each Loan Party party thereto. This Financing Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or as permitted by Section 8.2in equity).
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. Upon the entry by the Bankruptcy Court of the Interim Order (a) The or Final Order, when applicable), the execution, delivery and performance by each Loan Credit Party of the Loan Documents to which it is a party and the consummation creation of all Liens provided for therein: (a) are, subject to the entry of the transactions contemplated thereby:
(i) Orders, are within such Loan Party’s corporate, limited liability company, partnership or other powers;
Person's power; (iib) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate corporate, limited liability company or other organizational limited partnership action; (c) subject to the entry of the Orders, including the consent of shareholders, partners and members where required;
(iii) do not and will contravene any provision of such Person's charter, bylaws or partnership or operating agreement as applicable; (d) subject to the entry of the Orders, do not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board)law or regulation, or any order or decree of any court or Governmental Authority or arbitrator applicable Authority; (e) subject to such Loan Partythe entry of the Orders, (C) do not conflict with or result in the breach or termination of, or constitute a default under, under or result in accelerate or permit the termination or acceleration ofof any performance required by, any Indenture material lease, material agreement or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation instrument entered into or assumed by such Person after the commencement of the Cases to which such Loan Party Person is a party or by which such Person or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would property is bound; (f) do not have a Material Adverse Effect, or (E) result in the creation or imposition of any Lien upon any of the property of such Loan Party or any of its Subsidiaries, Person other than those in favor of the Administrative Agent for the benefit of the Secured Parties Parties, pursuant to the Collateral Loan Documents and the Orders; and (g) do not require the consent or as permitted approval of any Governmental Authority or any other Person, except (i) those referred to in Section 2.1(g), all of which will have been duly obtained, made or complied with prior to the Closing Date and (ii) any consents, notices or approvals pursuant to the Federal Assignment of Claims Act of 1940 or any applicable state, county or municipal law restricting the assignment of any Accounts for which the Account Debtor is the United States government or a political subdivision thereof or any state, county or municipality or department, agency or instrumentality thereof. Each of the Loan Documents shall be duly executed and delivered by Section 8.2each Credit Party that is a party thereto and, subject to the entry of the Orders, each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms.
Appears in 1 contract
Samples: Secured Super Priority Debtor in Possession Credit Agreement (Delta Air Lines Inc /De/)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party it of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s its corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members shareholders where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s its respective Constituent Documents, (B) violate in any material respect any other Requirement of Law applicable to such any Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such any Loan Party, (C) conflict in any material respect with or result in the material breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other of its material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse EffectObligations, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiariesproperty, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 and which have been or will be, on or prior to the Amendment Closing Date, obtained or made (or in the case of filings or other actions necessary to perfect Liens granted on the Amendment Closing Date, will be filed after the Amendment Closing Date), copies of which have been or will be delivered to the Facility Agents pursuant to Section 3.1 or Section 3.2, as the case may be, and each of which on the Amendment Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) Each Loan Document to which it is a party will have been upon delivery thereof, duly executed and delivered by each Loan Party thereto. Each Loan Documents to which it is a party will be, when delivered hereunder, its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or as permitted by Section 8.2affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
Appears in 1 contract
Samples: Credit Agreement (Memec Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party Borrower and Affiliates of the Loan Documents Documents, Ancillary Agreements and all instruments and documents to which it is a party be delivered by Borrower and Affiliates to the extent they are parties thereto, hereunder and thereunder and the consummation creation of the transactions contemplated thereby:
all Liens provided for herein and therein: (i) are within such Loan Party’s corporateBorrower's and the Guarantors', limited liability companycorporate power or partnership power, partnership or other powers;
as the case may be; (ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary or proper corporate action or other organizational partnership action, including as the consent of shareholders, partners and members where required;
case may be; (iii) do are not and in contravention of any provision of Borrower's or the Guarantors', respective certificates or articles of incorporation or by-laws or partnership or venture agreements, as the case may be; (iv) will not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board)law or regulation, or any order or decree of any Governmental Authority court or arbitrator applicable to such Loan Party, governmental instrumentality; (Cv) will not conflict with or result in the breach or termination of, or constitute a default under, under or result in or permit the termination or acceleration ofaccelerate any performance required by, any Indenture or any notes issued pursuant theretoindenture, (D) conflict with or result in the breach ofmortgage, or constitute a default underdeed of trust, or result in or permit the termination or acceleration oflease, any Related Document or any other agreement or instrument which is material Contractual Obligation of such Loan Party and to which Borrower or any of its Subsidiariesthe Guarantors is a party or by which Borrower or any of the Guarantors or any of their property is bound; (vi) do not require the consent, except approval, authorization of or filing or registration with any governmental body, agency, authority or any other Person other than those which will have been duly obtained or made prior to the extent such conflict, breach, default, termination or acceleration would date hereof and which will be in full force and effect on the date hereof; and (vii) will not have a Material Adverse Effect, or (E) result in the creation or imposition of any Lien upon any of the property of such Loan Party Borrower or any of its Subsidiaries, the Guarantors other than those in favor of the Secured Parties Lender, all pursuant to the Collateral Loan Documents. At or prior to the date hereof, each of the Loan Documents shall have been duly executed and delivered for the benefit of or on behalf of Borrower or the Guarantors, as permitted by Section 8.2the case may be, and each shall then constitute a legal, valid and binding obligation of Borrower or the Guarantors, to the extent they are parties thereto, enforceable against them in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors, rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party the Company of this Agreement, the Loan other Transaction Documents to which it is a party and all instruments and documents to be delivered by the Company hereunder and under the other Transaction Documents, the issuance and sale of the Convertible Notes hereunder, the issuance of the New 6.15% Notes pursuant to the Exchange Agreement and the consummation of the other transactions contemplated by any of the foregoing, and the execution, delivery and performance by the Company of the Senior Credit Facility, the Affiliate Financing Documents, the Nortel Agreement, the Bechtel Agreement and the other Vendor Agreements and the consummation of the transactions contemplated thereby:
: (i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
the Company's corporate power and authority; (ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary or proper corporate or other organizational action, including action (except for the consent of shareholders, partners and members where required;
Requisite Company Vote); (iii) do are not and in contravention of any provision of the Company's certificate of incorporation or by-laws; (iv) will not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board)law or regulation, or any order or decree of any Governmental Authority court or arbitrator applicable governmental instrumentality to such Loan Partywhich the Company or any of its Subsidiaries is a party or to which its assets are bound; (v) subject to Sections 4.6(b) and 4.6(c), (C) will not conflict with or result in the breach or termination of, or constitute a default under, under or result in or permit the termination or acceleration ofaccelerate any performance required by, any Indenture indenture, mortgage, deed of trust, lease, agreement or any notes issued pursuant thereto, (D) conflict with or result in other instrument to which the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party Company or any of its SubsidiariesSubsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective properties is bound; (vi) except to for the extent such conflictLiens created by the Security Documents and the Liens created under the Senior Credit Facility, breachthe Nortel Agreement, defaultthe Bechtel Agreement and the other Vendor Agreements, termination or acceleration would will not have a Material Adverse Effect, or (E) result in the creation or imposition of any Lien upon any of the property of such Loan Party the Company or any of its Subsidiaries; and (vii) do not require the consent or approval of, or any filing by the Company or any of its Subsidiaries with, any Governmental Authority or any other than those Person (except, in favor the case of clauses (iv) through (vii), as would not have, individually or in the aggregate, a Material Adverse Effect or that would adversely affect the ability of the Secured Parties Company to consummate, or that would prevent or delay in any material respect, the transactions contemplated by this Agreement or any other Transaction Documents, and except for filings specified in SCHEDULE 4.6 hereof).
(b) The execution, delivery and performance by the Company of this Agreement, the other Transaction Documents to which it is a party and all instruments and documents to be delivered by the Company, the issuance and sale of the Convertible Notes hereunder and the issuance of the New 6.15% Notes pursuant to the Collateral Exchange Agreement and the consummation of the other transactions contemplated by any of the foregoing will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by: (i) the Senior Notes; (ii) the Senior Note Indentures; (iii) the Indenture; (iv) the Senior Credit Facility; (v) the Nortel Agreement; (vi) the Bechtel Agreement and (vii) the other Vendor Agreements.
(c) Subject to the provision of advance notice in accordance with the 60-day notice provision contained in Section 24.1 of the C&MA, the assignment by MFNS of its right, title and interest in the C&MA to the Company (the "C&MA ASSIGNMENT") did not conflict with or result in the breach or termination of, or constitute a default under, the C&MA.
(d) This Agreement and each of the other Transaction Documents has been duly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and the other Transaction Documents when so executed and delivered will constitute, the legal, valid and binding obligations of the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or as permitted by Section 8.2in equity).
Appears in 1 contract
Samples: Notes Purchase Agreement (Metromedia Fiber Network Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Creditthe Loans) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s 's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or SECOND LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to the Loans), and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Tecumseh Products Co)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article ARTICLE III (Conditions to Loans and Letters of CreditCONDITIONS TO LOANS AND LETTERS OF CREDIT) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s 's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on SCHEDULE 4.2 (CONSENTS) and that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to SECTION 3.1 (CONDITIONS PRECEDENT TO INITIAL LOANS AND LETTERS OF CREDIT), and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents and release Liens in respect of the Existing Credit Documents.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party CREDIT AGREEMENT PRESTIGE BRANDS, INC. party thereto, enforceable against such Loan Party in accordance with its terms, except as such enforceability may be limited by general principles of equity and applicable bankruptcy, insolvency, reorganization, moratorium or as permitted by Section 8.2similar laws affecting the enforcement of creditors' rights generally.
Appears in 1 contract
Samples: Credit Agreement (Prestige Brands International, Inc.)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to To Loans and And Letters of Of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s 's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings (if any) required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
(c) The execution, delivery and performance by each Intercompany Loan Party of the Intercompany Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Intercompany Loan Party's corporate, limited liability company, partnership or as permitted other powers;
(ii) have been or, at the time of delivery thereof will have been duly authorized by all necessary action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene such Intercompany Loan Party's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Intercompany Loan Party, or any order or decree of any Governmental Authority or arbitrator applicable to such Intercompany Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Intercompany Loan Party or any of its Subsidiaries or (D) result in the creation or imposition of any Lien upon any property of such Intercompany Loan Party or any of its Subsidiaries, other than those in favor of Intercompany Lenders pursuant to the Intercompany Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 8.23.1 (Conditions Precedent to Initial Loans and Letters of Credit), and each of which on the Closing Date will be in full force and effect and, with respect to the Intercompany Collateral, filings required to perfect the Liens created by the Intercompany Collateral Documents.
(d) Each of the Intercompany Loan Documents will have been, upon delivery pursuant to the terms of this Agreement, duly executed and delivered by each Intercompany Loan Party party thereto. The Intercompany Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Intercompany Loan Party party thereto, enforceable against such Intercompany Loan Party in accordance with its terms.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s 's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including including, without limitation, Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Closing Date Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effectother than Contractual Obligations in respect of Indebtedness listed on SCHEDULE 7.11(A) and SCHEDULE 8.1(B), or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on SCHEDULE 4.2 and that have been or will be, prior to the Initial Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to SECTION 3.1, and each of which on the Initial Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, except as such enforceability may be limited by general principles of equity and applicable bankruptcy, insolvency, reorganization, moratorium or as permitted by Section 8.2similar laws affecting the enforcement of creditors' rights generally.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
: (i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
; (ii) have been or, at the time of delivery thereof pursuant to Article III IV (Conditions to Loans and Letters of CreditConditions) will have been been, duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
; (iii) do not and will not (A) contravene or violate such Loan Party’s or any other Restricted Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party or any other Restricted Subsidiary (including Regulations T, U and X of the Federal Reserve BoardMargin Regulations), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan PartyParty or any other Restricted Subsidiary, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effectother Restricted Subsidiary, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiariesother Restricted Subsidiary; (iv) do not require the consent of, authorization by, approval of, notice to, permit from or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 5.02 (Consents) and that have been or will be, prior to the Effective Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Sections 4.01(a)(iii)(C) and Section 4.01(j), and each of which on the Effective Date will be in favor full force and effect.
(b) This Agreement has been, and each of the Secured Parties other Loan Documents will have been upon delivery thereof pursuant to the Collateral terms of this Agreement, duly executed and delivered by each Loan Party party thereto. This Agreement is, and the other Loan Documents or as permitted by Section 8.2will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Samples: Credit Agreement (Livent Corp.)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Credit Party of the Loan Documents to which it is a party and the consummation creation of the transactions contemplated thereby:
all Liens provided for therein: (ia) are within such Loan PartyPerson’s corporate, limited liability company, partnership or other powers;
power; (iib) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate corporate, limited liability company or other organizational limited partnership action, including the consent of shareholders, partners and members where required;
; (iiic) do not and will contravene any provision of such Person’s charter, bylaws or partnership or operating agreement as applicable; (d) do not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board)law or regulation, or any order or decree of any court or Governmental Authority or arbitrator applicable to such Loan Party, Authority; (Ce) do not conflict with or result in the breach or termination of, or constitute a default under, under or result in accelerate or permit the termination or acceleration ofof any performance required by, any Indenture material indenture, mortgage, deed of trust, material lease, loan agreement or any notes issued pursuant thereto, (D) conflict with other instrument to which such Person is a party or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of by which such Loan Party Person or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would property is bound; (f) do not have a Material Adverse Effect, or (E) result in the creation or imposition of any Lien upon any of the property of such Loan Party or any of its Subsidiaries, Person other than those in favor of the Secured Parties Agent, on behalf of itself and Lenders, pursuant to the Loan Documents (and the Liens securing the Term Loan Obligations); and (g) do not require the consent or approval of any Governmental Authority or any other Person, except (i) those referred to in Section 3.1, all of which will have been duly obtained, made or complied with prior to the Closing Date, (ii) the filings referred to in Section 4.25 and (iii) consents, authorizations, filings and notices obtained or made in the ordinary course of business (except with respect to the incurrence and repayment of the Loans, the Liens granted under the Collateral Documents or as permitted any other material rights of Agent and the Lenders under the Loan Documents). Each of the Loan Documents shall be duly executed and delivered by Section 8.2each Credit Party that is a party thereto and, each such Loan Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to To Loans and And Letters of Of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s 's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material lawful Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Effective Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to Effectiveness), and each of which on the Effective Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Samples: Credit Agreement (Washington Group International Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions related to the financing contemplated therebyhereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other 's corporate powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including including, without limitation, the consent of shareholders, partners and members stockholders where required;; and
(iii) do not and will not (A) contravene or violate such any Loan Party’s 's or any of its Subsidiaries' respective Constituent Documentscertificates of incorporation or by-laws or other comparable governing documents, (B) as to any Loan Party, violate any other applicable Requirement of Law applicable to such Loan Party (including including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve BoardSystem), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Partyarbitrator, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Material Contractual Obligation of such any Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any of the property of such any Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties Agent pursuant to the Collateral Documents.
(b) No authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made and copies of which in the case of those involving a Governmental Authority have been delivered to the Agent, is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of this Agreement, the Revolving Credit Notes or any other Loan Document to which it is or is to be a party, or for the consummation of the transactions contemplated hereby, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created by the Collateral Documents (including, as of the Effective Date, the first priority nature thereof (subject to Permitted Liens)) or (iv) the exercise by the Agent or any Lender Party of its rights under the Loan Documents or as permitted the remedies in respect of the Collateral pursuant to the Collateral Documents. On any date after the Effective Date, no authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been (x) obtained or made and copies of which in the case of those involving a Governmental Authority have been delivered to the Agent or (y) disclosed to the Agent in accordance with Section 6.11(n), is required for the perfection or maintenance of the Liens created by the Collateral Documents (including the first priority thereof (subject to Permitted Liens)).
(c) This Agreement has been and each of the other Loan Documents will have been upon delivery thereof pursuant to Section 8.23.1, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Loan Document will be when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party such Company of the Post-Petition Loan Documents and all instruments and documents to which be delivered by such Company, to the extent it is a party thereto, hereunder and the consummation creation of the transactions contemplated thereby:
all Liens provided for herein and therein: (i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
Company' corporate power; (ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary or proper corporate action and by the Closing Date will be authorized by the Interim Order or other organizational actionthe Final Order, including the consent of shareholders, partners and members where required;
as applicable; (iii) do are not and in contravention of any provision of such Company's certificates or articles of incorporation or by-laws; (iv) will not (A) contravene not, upon the entry of the Interim Order or violate such Loan Party’s respective Constituent Documentsthe Final Order, (B) as applicable, by the Bankruptcy Court, violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board)law or regulation, or any order or decree of any Governmental Authority court or arbitrator applicable to such Loan Party, governmental instrumentality; (Cv) will not conflict with or result in the breach or termination of, or constitute a default under, under or result in or permit the termination or acceleration ofaccelerate any performance required by, any Indenture indenture, mortgage, deed of trust, lease, agreement or any notes issued pursuant thereto, (D) conflict with other instrument to which such Company is a party or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of by which such Loan Party Company or any of its Subsidiaries, except property is bound and the effect of which will not be subject to the extent such conflictautomatic stay pursuant to section 362 of the Bankruptcy Code upon the entry of the Interim Order or the Final Order, breachas applicable, default, termination or acceleration would by the Bankruptcy Court; (vi) will not have a Material Adverse Effect, or (E) result in the creation or imposition of any Lien upon any of the property of such Loan Party or any of its Subsidiaries, Company other than those in favor of the Secured Parties Lenders, all pursuant to the Collateral Post- Petition Loan Documents; and (vii) do not require the consent or approval of any governmental body, agency, authority or any other Person other than the entry by the Bankruptcy Court of the Interim Order or the Final Order, as applicable. Each of the Post-Petition Loan Documents has been duly executed and delivered for the benefit of or as permitted by Section 8.2on behalf of the Companies and each constitutes a legal, valid and binding obligation of the Companies, enforceable against them in accordance with its terms.
Appears in 1 contract
Samples: Loan and Security Agreement (Harvard Industries Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby, partners and members:
(i) are are, subject to the entry of the Orders, within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been been, duly authorized by all necessary corporate corporate, limited liability company, partnership or other organizational similar action, including the consent of shareholders, partners and members where required;
(iii) subject to the entry of the Orders, do not and will not (A) contravene or violate such Loan Party’s 's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material post-petition Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to this Agreement, the Collateral Documents and the Orders; and
(iv) do not require the consent of, authorization by, approval of, notice to, or as permitted filing or registration with, any Governmental Authority or any other Person, other than the Bankruptcy Court and those listed on Schedule 4.2 and that have been or will be, on or prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1, and each of which on the Closing Date will be in full force and effect.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party party thereto. Subject to the entry of the Orders, this Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, execution and delivery of this Financing Agreement by such Credit Party and performance by each Loan Party of the Loan Documents other Credit Document to which it such Credit Party is a party and the consummation of the transactions contemplated thereby:
hereby: (ia) are within such Loan Credit Party’s corporate, limited liability company, partnership or other powers;
's power; (iib) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate corporate, limited liability company or other organizational limited partnership action, including the consent of shareholders, partners and members where required;
; (iiic) do not and will violate or conflict with any term, provision or covenant contained in the organizational documents of such Credit Party (such as the articles of incorporation, by-laws, operating agreement or partnership agreement); (d) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by any term, provision, covenant or representation contained in any loan agreement, lease, indenture, mortgage, deed of trust, note, security agreement or pledge agreement to which such Credit Party is a signatory or by which such Credit Party or any of such Credit Party's assets are bound; (Ae) contravene or violate such Loan Party’s respective Constituent Documents, (B) do not violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board)law or regulation, or any order or decree of any court or Governmental Authority or arbitrator applicable to such Loan Party, Authority; (Cf) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would do not have a Material Adverse Effect, or (E) result in the creation or imposition of any Lien upon any property of such Loan Credit Party or any of its Subsidiaries, other than those in favor of the Secured Parties Agent and Collateral Agent pursuant to the Collateral Credit Documents; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in SCHEDULE 6.2 hereto, all of which will have been duly obtained, made or complied with prior to the Closing Date. Each of the Credit Documents or as permitted shall have been duly executed and delivered by Section 8.2each Credit Party that is a party thereto and each such Credit Document shall constitute a legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated therebythereby upon entry of the Interim Order and (when applicable) the Final Order:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to To Loans and And Letters of Of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members and the Bankruptcy Court where required;; CREDIT AGREEMENT CONSTAR INTERNATIONAL INC.
(iii) do not and will not (A) contravene or violate such Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority (including the Bankruptcy Court) or arbitrator applicable to such Loan Party, (C) conflict subject (during the pendency of the Cases with respect to such Loan Party) to the entry of the Interim Order or result in (when applicable) the breach ofFinal Order, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Closing Date, and will have by the Conversion Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), and each of which on the Closing Date and the Conversion Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational entity action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such any Loan Party’s 's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such any Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such any Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such any Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any of the property of such any Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 and which have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of CreditPrecedent) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of AMENDED AND RESTATED CREDIT AGREEMENT TXXXX HEALTHCARE CORPORATION the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Effective Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions to Effectiveness), and each of which on the Effective Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby, including the obtaining of the Loans and the creation and perfection of the Liens on the Collateral as security therefor, subject to the terms of the Orders:
(i) are are, subject to the entry of the Orders, within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been been, duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members shareholders where required;
(iii) subject to the entry of the Orders, do not and will not (A) contravene or violate such Loan Party’s 's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material post-petition Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any of the property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to this Agreement and the Collateral Orders and other than replacement Liens securing the Prepetition Facilities Obligations pursuant to the Orders; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 and which have been or will be, prior to the Closing Date, obtained or made (without the imposition of any conditions that are not reasonably acceptable to the Arrangers), copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1, and each of which on the Closing Date will be in full force and effect.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party party thereto. Subject to the entry of the Orders, this Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Samples: Revolving Credit Agreement (Warnaco Group Inc /De/)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational entity action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such any Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such any Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such any Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such any Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse EffectParty, or (ED) result in the creation or imposition of any Lien upon any of the property of such any Loan Party (other than any Lien Securing the Obligations); and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any of its Subsidiariesother Person, other than those listed on Schedule 4.2 and which have been prior to the Original Effective Date, obtained or made, copies of which have been delivered to the Administrative Agent and each of which is in favor full force and effect.
(b) This Agreement and the Guaranty have been, and each of the Secured Parties other Loan Documents will have been upon delivery thereof pursuant to the Collateral terms of this Agreement, duly executed and delivered by each Loan Party thereto. This Agreement and the Guaranty are, and the other Loan Documents or as permitted by Section 8.2will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. The execution, delivery, and performance of this Agreement and the Guaranties by MWCC and GE Capital, respectively, and all instruments and documents to be executed by MWCC and GE Capital on the date hereof pursuant to this Agreement (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other their respective powers;
; (iib) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary or proper corporate or other organizational action, including the consent of shareholders, partners and members shareholders where required;
; (iiic) do are not and in *Confidential treatment has been requested with respect to this information. contravention of any provision of their respective certificates of incorporation or by-laws; (d) will not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law law or regulation applicable to such Loan Party (including Regulations T, U and X either of the Federal Reserve Board), them or any order or decree against MWCC or GE Capital (including any order or decree applicable to MWCC solely as a Subsidiary of GE Capital) of any Governmental Authority court or arbitrator applicable to such Loan Partygovernmental instrumentality; (e) except as set forth on SCHEDULE 9.2 annexed hereto, (C) will not conflict with or result in the breach or termination of, or constitute a default under, or result in or permit the termination or acceleration ofaccelerate any performance required by, any Indenture or any notes issued pursuant theretoindenture, (D) conflict with or result in the breach ofmortgage, deed of trust, lease, agreement, or constitute other instrument to which MWCC or GE Capital is a default under, party or result in by which MWCC or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party GE Capital or any of its Subsidiariestheir property are bound, except which conflicts, breaches, or defaults, either individually, or in the aggregate, will have a material adverse effect on MWCC's or GE Capital's business, operations, property, or financial condition; and (f) do not require any filing or registration by MWCC or GE Capital with or the consent or approval of any governmental body, agency, authority, or, as to consents and approvals needed by MWCC or GE Capital, any other Person which has not been made or obtained previously where such failure to file, register or obtain consent or approval either individually, or in the aggregate, will have a material adverse effect on GE Capital's or MWCC's businesses, operations, property or financial condition, the Accounts and Indebtedness, as applicable (such Accounts and Indebtedness taken as a whole), MWCC's Lien in and to the extent Accounts and Indebtedness (such conflict, breach, default, termination or acceleration would not have Accounts and Indebtedness taken as a Material Adverse Effectwhole), or (E) result in the creation or imposition of any Lien upon any property priority of such Loan Party or any of its Subsidiaries, other than those in favor Lien. Upon approval of the Secured Parties pursuant to transactions contemplated hereby by the Collateral Documents shareholder(s) of MWCC, this Agreement and the Guaranties have been duly executed and delivered by MWCC and GE Capital, respectively, and constitute their legal, valid, and binding obligation, enforceable against them in accordance with their terms; except as such enforcement may be limited by applicable bankruptcy, moratorium, reorganization, or as permitted other laws or legal principles affecting the rights of creditors generally or by Section 8.2general principles of equity (whether or not a proceeding is brought in a court of law or equity).
Appears in 1 contract
Samples: Account Purchase Agreement (Montgomery Ward Holding Corp)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other organizational powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate corporate, limited liability company or other organizational partnership action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s or any of its Restricted Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve BoardFRB), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material lawful Contractual Obligation of such Loan Party or any of its Restricted Subsidiaries, except to other than in the extent case of this clause (C) any such conflict, breach, default, termination or acceleration would that could not reasonably be expected to have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Restricted Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Security Instruments; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than (A) routine tax filings, of which the failure to file will not result in any Loan Document being unenforceable against, or the performance of any Loan Document being impaired in any way with respect to, any Loan Party, (B) those listed on Schedule 5.02 or that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 4.01, and each of which on the Closing Date will be in full force and effect and, (C) with respect to the Collateral, filings required to perfect the Liens created by the Security Instruments.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party who is a party thereto. This Agreement is, and the other Loan Documents will be, when delivered, the legal, valid and binding obligation of each Loan Party who is a party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or as permitted by Section 8.2other laws affecting creditors’ rights generally and subject to general principles of equity and/or good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery delivery, and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated therebyTransactions:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other organizational powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) this Agreement will have been duly authorized by all necessary corporate corporate, limited liability company or other organizational partnership action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, other than any violation of any Requirement of Law relating to (I) any Excepted Consent having not been obtained at the time such representation is made or (II) any consent, authorization, approval, filing or registration with or from any non-U.S. Governmental Authority outside the control of the Parent or its Restricted Subsidiaries that each Administrative Agent agrees, in its sole discretion, to be obtained, delivered or filed after the date on which the representation in this clause (iii) is made, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material lawful Contractual Obligation of such Loan Party or any of its Restricted Subsidiaries, except to other than in the extent case of this clause (C) any such conflict, breach, default, termination or acceleration would that could not reasonably be expected to have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its SubsidiariesParty, other than those in favor of the Secured Parties pursuant to the Collateral Documents Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or as permitted by Section 8.2filing or registration with, any Governmental Authority or any other Person, other than (A) those that have been obtained or made and are in full force and effect, (B) resolutions of the board of directors or other similar authority of each Loan Party that have been (or such later date upon which such Person becomes a Guarantor), obtained or made,
Appears in 1 contract
Samples: Superpriority Senior Secured Credit Agreement (McDermott International Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 and that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1, and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.
Appears in 1 contract
Samples: Credit Agreement (Prologis)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to To Loans and And Letters of Of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Effective Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), and each of which on the Effective Date will be in full force and effect and, with respect to the Collateral, filings (if any) required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
(c) The execution, delivery and performance by each Intercompany Loan Party of the Intercompany Loan Documents to which it is a party and the consummation of the transactions contemplated thereby: Credit Agreement HLI Operating Company, Inc. Hxxxx Lemmerz Finance LLC — Luxembourg S.C.A. (i) are within such Intercompany Loan Party’s corporate, limited liability company, partnership or as permitted by Section 8.2other powers;
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership 's corporate or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members shareholders where required;
(iii) do not and will not (A) contravene or violate such any Loan Party’s 's or any of its Subsidiaries' respective Constituent Documentscertificate of incorporation or by-laws or other comparable organizational documents, (B) violate any other applicable Requirement of Law applicable to such any Loan Party (including Regulations T, U and X of the Board of Governors of the Federal Reserve BoardSystem), or any order or decree of any Governmental Authority or arbitrator applicable to such any Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such any Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any of the property of such any Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents and other Liens permitted hereby; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person (including any consent of any Person necessary to enter into the Mortgage delivered by any Loan Party with respect to any Mortgaged Property), other than (x) those which have been obtained or made and copies of which have been delivered to the Agent pursuant to Section 3.1 and each of which is in full force and effect and (y) as permitted to any Additional Mortgaged Property, the Landlord Consent and Estoppel and Additional Mortgage which will have been obtained or filed, as applicable, and copies thereof will have been delivered to the Agent, on or prior to the date such Additional Mortgaged Property becomes such and each of which on and after such date will be in full force and effect.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof, duly executed and delivered by Section 8.2each Loan Party
Appears in 1 contract
Samples: Credit Agreement (Silver Cinemas International Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational entity action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such any Loan Party’s 's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such any Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such any Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such any Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse EffectParty, or (ED) result in the creation or imposition of any Lien upon any of the property of such any Loan Party Party; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any of its Subsidiariesother Person, other than those listed on SCHEDULE 4.2 and which have been or will be, prior to the Effective Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1, and each of which on the Effective Date will be in favor full force and effect.
(b) This Agreement has been, and each of the Secured Parties other Loan Documents will have been upon delivery thereof pursuant to the Collateral terms of this Agreement, duly executed and delivered by each Loan Party thereto. This Agreement is, and the other Loan Documents or as permitted by Section 8.2will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article ARTICLE III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members shareholders where required;
(iii) do not and will not (A) contravene or violate such any Loan Party’s 's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such any Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such any Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such any Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any of the property of such any Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on SCHEDULE 4.2 and which have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to SECTION 3.1, and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational partnership action, including the consent of shareholders, partners and members shareholders where required;
(iii) do not and will not (A) contravene or violate such any Loan Party’s 's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such any Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such any Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or provision of any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such any Loan Party or any of its Subsidiaries, except to the extent such Subsidiaries other than any other conflict, breachbreach of default of any Contractual Obligation (other than under any Material Agreement) which violations, defaultin the aggregate, termination or acceleration would could not have be reasonably expected to result in a Material Adverse EffectChange, or (ED) result in the creation or imposition of any Lien upon any of the property of such any Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, the FCC or any other Governmental Authority or any other Person, other than those listed on SCHEDULE 4.2 and which have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to SECTION 3.1, and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational entity action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such any Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such any Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such any Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such any Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse EffectParty, or (ED) result in the creation or imposition of any Lien upon any of the property of such any Loan Party Party; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any of its Subsidiariesother Person, other than those listed on Schedule 4.2 and which have been or will be, prior to the Effective Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1, and each of which on the Effective Date will be in favor full force and effect.
(b) This Agreement has been, and each of the Secured Parties other Loan Documents will have been upon delivery thereof pursuant to the Collateral terms of this Agreement, duly executed and delivered by each Loan Party thereto. This Agreement is, and the other Loan Documents or as permitted by Section 8.2will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
: (i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
; (ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
; (iii) do not and will not (A) contravene or violate such Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board)Party, or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Credit Party of the Loan Credit Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Credit Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and To Letters of Of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Credit Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Credit Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Credit Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or L/C AGREEMENT FMC CORPORATION permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Credit Party or any of its Subsidiaries, except to including the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse EffectExisting Public Debt, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Credit Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to Initial Letters of Credit), and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Credit Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Credit Party party thereto. This Agreement is, and the other Credit Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Credit Party party thereto, enforceable against such Credit Party in accordance with its terms.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to To Loans and And Letters of Of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) assuming the accuracy of Section 10.8(e) (Collateral and Guarantee Matters), conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its SubsidiariesSubsidiaries (subject, except in the case of any Enforcement Action, to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, receipt of the required Change of Control Consents) or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than (i) those in favor of the Secured Parties pursuant to the Collateral Documents or as permitted (ii) such Liens on any property of any Subsidiary of Holdings (other than a Loan Party) that could not reasonably be expected to materially adversely affect the interests of the Lenders; and
(iv) assuming the accuracy of Section 10.8(e) (Collateral and Guarantee Matters), do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than (A) the consents, authorizations, approvals, notices, filings or registrations listed on Schedule 4.2 (Consents), each of which have been or will be, prior to the Effective Date, obtained or made (other than the filing of the Form 8-K required to be filed with the Securities and Exchange Commission with respect to this Agreement and the transactions contemplated hereby which shall be filed promptly following the Effective Date), copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to Effectiveness), and each of which on the Effective Date will be in full force and effect and (B) with respect to the Collateral, filings required to perfect the Liens created by Section 8.2the Collateral Documents, and (C) in the case of any Enforcement Action, the Change of Control Consents.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, except to the extent limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions related to the financing contemplated therebyhereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other 's corporate powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including including, without limitation, the consent of shareholders, partners and members stockholders where required;; and
(iii) do not and will not (A) contravene or violate such any Loan Party’s 's or any of its Subsidiaries' respective Constituent Documentscertificates of incorporation or by-laws or other comparable governing documents, (B) as to any Loan Party, violate any other applicable Requirement of Law applicable to such Loan Party (including including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve BoardSystem), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Partyarbitrator, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Material Contractual Obligation of such any Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any of the property of such any Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties Agent pursuant to the Collateral Documents.
(b) No authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been obtained or made and copies of which in the case of those involving a Governmental Authority have been delivered to the Agent, is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of this Agreement, the Revolving Credit Notes or any other Loan Document to which it is or is to be a party, or for the consummation of the transactions contemplated hereby, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created by the Collateral Documents (including, as of the Effective Date, the first priority nature thereof (subject to Permitted Liens)) or as permitted (iv) the exercise by the Agent or any Lender Party of
(c) This Agreement has been and each of the other Loan Documents will have been upon delivery thereof pursuant to Section 8.23.1, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Loan Document will be when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law.
Appears in 1 contract
Samples: Credit Agreement (WHX Corp)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
: (i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
; (ii) have been or, at the time of delivery thereof pursuant to Article III IV (Conditions to Loans and Letters of CreditConditions) will have been been, duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
; (iii) do not and will not (A) contravene or violate such Loan Party’s or any other Restricted Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party or any other Restricted Subsidiary (including Regulations T, U and X of the Federal Reserve BoardMargin Regulations), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan PartyParty or any other Restricted Subsidiary, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effectother Restricted Subsidiary, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiariesother Restricted Subsidiary; (iv) do not require the consent of, authorization by, approval of, notice to, permit from or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 5.02 (Consents) and that have been or will be, prior to the Effective Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Sections 4.02(a)(iii)(C) and Section 4.02(j), and each of which on the Effective Date will be in favor full force and effect.
(b) This Agreement has been, and each of the Secured Parties other Loan Documents will have been upon delivery thereof pursuant to the Collateral terms of this Agreement, duly executed and delivered by each Loan Party party thereto. This Agreement is, and the other Loan Documents or as permitted by Section 8.2will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Samples: Credit Agreement (Livent Corp.)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to To Loans and And Letters of Of Credit) will have been been, duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members shareholders where required;
(iii) do not and will not (A) contravene or violate such any Loan Party’s 's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such any Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such any Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such any Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any of the property of such any Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Closing Date (and, solely in respect of Collateral owned by the EFTC Parent, EFTC Holdings, EFTC or the EFTC Subsidiaries, the EFTC Joinder Date), obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), and each of which on the Closing Date (and on the EFTC Joinder Date, if this representation and warranty is made as to EFTC Holdings, the EFTC Parent, EFTC and its Subsidiaries on or after the EFTC Joinder Date) will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Samples: Credit Agreement (Suntek Corp)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party the Company of the Loan Documents to which it is a party this Agreement and the consummation of Ancillary Agreements and all instruments and documents to be delivered by the transactions contemplated thereby:
Company: (i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
the Company's corporate power; (ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary or proper corporate or other organizational action, including the consent of shareholders, partners and members where required;
; (iii) do are not and in contravention of any provision of the Company's articles of incorporation or by-laws; (iv) will not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (law or regulation, including Regulations T, U any and X of the all Federal Reserve Board)and state securities laws, or any order or decree of any Governmental Authority court or arbitrator applicable to such Loan Partygovernmental instrumentality; (v) except as set forth on Schedule 5.2, (C) will not, in any material respect, conflict with or result in the breach or termination of, or constitute a default under, under or result in or permit the termination or acceleration ofaccelerate any performance required by, any Indenture indenture, mortgage, deed of trust, lease, agreement or any notes issued pursuant thereto, (D) conflict with or result in other instrument to which the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party Company or any of its SubsidiariesSubsidiaries is a party or by which the Company or any of its Subsidiaries or any of their property is bound (including, except to but not limited to, the extent such conflict, breach, default, termination or acceleration would Financing Agreements); and (vi) will not have a Material Adverse Effect, or (E) result in the creation or imposition of any Lien upon any of the property of such Loan Party the Company or any of its Subsidiaries. Except as set forth on Schedule 5.2, other than those in favor no consent, waiver or authorization of, or filing with, any Person (including, without limitation, any Governmental Authority), which has not been obtained as of the Secured Parties pursuant Closing Date is required in connection with the execution, delivery, performance by, or validity of this Agreement or the Ancillary Agreements. All such consents, waivers, authorizations and filings, except as set forth on Schedule 5.2, have been obtained or made. On or prior to the Collateral Documents Closing Date, each of this Agreement and the Ancillary Agreements shall have been duly executed and delivered on behalf of the Company and each shall then constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that (a) enforcement may be limited by or as permitted by Section 8.2subject to the principles of public policy and any bankruptcy and insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to or limited to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court or other similar entity before which any proceeding thereafter may be brought.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by the Borrower and its Subsidiaries of each Loan Party of the Loan Documents Document to which it is a party and the consummation of the transactions related to the financing contemplated therebyhereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other Person's corporate powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including including, without limitation, the consent of shareholders, partners and members shareholders where required;
(iii) do not and will not (A) contravene the Borrower's or violate such Loan Party’s any of its Subsidiaries' respective Constituent Documentscertificate of incorporation or by-laws or other comparable governing documents, (B) violate any other applicable Requirement of Law applicable to such Loan Party (including including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve Board), System) or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Partyarbitrator, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture Contractual Obligation of the Borrower or any notes issued pursuant theretoof its Subsidiaries other than conflicts, breaches, defaults, terminations or accelerations that, individually or in the aggregate, could not have any reasonable likelihood of having a Material Adverse Effect, (D) require or permit the acceleration of any Indebtedness of the Borrower or any of its Subsidiaries or (E) result in the creation or imposition of any Lien upon any of the property of the Borrower or any of its Subsidiaries, other than those in favor of the Collateral Agent on behalf of and for the ratable benefit of the Secured Parties and the Noteholders: and
(iv) do not require the consent of, authorization by, approval of, notice to or filing or registration with, any Governmental Authority or any other Person, other than (A) those which have been obtained and copies of which have been delivered to the Administrative Agent pursuant to this Agreement, each of which is in full force and effect, (B) those which, if not obtained, could not have any reasonable likelihood of having a Material Adverse Effect and (C) as may be required by the Communications Act of 1934, as heretofore or hereafter amended from time to time or any successor thereto, and any regulations and legally enforceable guidance promulgated thereunder in connection with the transfer of ownership or control of radio and television broadcasting stations or as a result of the execution of the Loan Documents and the Indenture to the extent that such a filing is required under 47 C.F.R. Section 73.3613 (1991).
(b) This Agreement has been, and each of the other Loan Documents to which the Borrower or its Subsidiaries is a party will have been, upon delivery thereof pursuant to this Agreement, duly executed and delivered by each such Person. This Agreement is, and the other Loan Documents to which the Borrower or its Subsidiaries is a party will be, when delivered hereunder, the legal, valid and binding obligation of each such Person, enforceable against it in accordance with its terms.
(c) The execution, delivery and performance by the Borrower and its Subsidiaries of each Related Document to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Person's respective corporate powers:
(ii) at the Closing Date will have been duly authorized by all necessary corporate action, including the consent of shareholders where required;
(iii) do not and will not (A) contravene the Borrower's or any of its Subsidiaries' respective certificate of incorporation or by-laws or other comparable governing documents, (B) violate any other Requirement of Law or any order or decree of any Governmental Authority or arbitrator, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party the Borrower or any of its SubsidiariesSubsidiaries other than breaches, except to defaults, terminations or accelerations that, individually or in the extent such conflictaggregate, breach, default, termination or acceleration would could not have any reasonable likelihood of having a Material Adverse Effect, (D) require or permit the acceleration of any Indebtedness of the Borrower or any of its Subsidiaries or (E) result in the creation or imposition of any Lien upon any of the property of such Loan Party the Borrower or any of its Subsidiaries, other than those in favor of the Collateral Agent on behalf of and for the ratable benefit of the Secured Parties pursuant and the Noteholders; and
(iv) do not require the consent of, authorization by, approval of, notice to or filing or registration with, any Governmental Authority or any other Person, other than those required as a result of the execution of the Loan Document. and the Indenture to the Collateral extent that such a filing is required under 47 C.F.R. Section 73.3613 (1991) and those which have been obtained or, if not obtained, could not have any reasonable likelihood of having a Material Adverse Effect.
(d) Each of the Related Documents to which the Borrower or as permitted its Subsidiaries is a party has been duly executed and delivered by Section 8.2each such Person and is the legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (ai) The execution, delivery and performance by each Loan Party Obligor of the Loan Documents to which it is a party and the consummation of the transactions related to the financing contemplated therebyhereby:
(iA) are within such Loan Party’s corporate, limited liability company, partnership or other Obligor's corporate powers;
(iiB) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including including, without limitation, the consent of shareholders, partners and members stockholders where required;; and
(iiiC) do not and will not (AI) contravene such Obligor's certificate of incorporation or violate such Loan Party’s respective Constituent Documentsby-laws or other comparable governing documents, (BII) as to such Obligor, violate any other applicable Requirement of Law applicable to such Loan Party (including including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve BoardSystem), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Partyarbitrator, (CIII) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse EffectObligor, or (EIV) result in the creation or imposition of any Lien upon any of the property of such Loan Party Obligor.
(ii) No authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any of its Subsidiariesother Person, other than those which have been obtained or made and copies of which in favor the case of those involving a Governmental Authority have been delivered to the Agent, is required for the due execution, delivery, recordation, filing or performance by either Obligor of this Agreement or any other Loan Document to which it is or is to be a party, or for the consummation of the Secured Parties pursuant transactions contemplated hereby.
(iii) This Agreement has been and each of the other Loan Documents to which it is a party will have been upon delivery thereof, duly executed and delivered by each Obligor. This Agreement is, and each other Loan Document to which it is a party will be when delivered, the Collateral Documents legal, valid and binding obligation of each Obligor, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium or as permitted by Section 8.2similar laws affecting creditors' rights generally and subject to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party Group Member of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan PartyGroup Member’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to To Loans and And Letters of Of Credit) will have been duly authorized Credit Agreement Affiliated Computer Services, Inc. by all necessary corporate or other organizational action, including the consent of shareholders, partners partners, managers and members where required;
(iii) do not and will not (A) contravene or violate such Loan PartyGroup Member’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party Group Member (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan PartyGroup Member, (C) except as set forth on Schedule 4.2 (Conflicts), conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Stock Repurchase Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiariesthe Group Members, except to the extent such conflict, breach, default, termination or acceleration would not have taken as a Material Adverse Effectwhole, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party Group Member or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents and Customary Permitted Liens; and
(iv) do not require the consent of, authorization by, approval of, notice to, or as permitted filing or registration with, any Governmental Authority or any other Person, other than those obtained or made, and each of which on the Closing Date (to the extent required by Section 8.2the applicable Governmental Authority or Person) will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Group Member party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Group Member party thereto, enforceable against such Group Member in accordance with its terms.
Appears in 1 contract
Samples: Credit Agreement (Affiliated Computer Services Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to To Loans and And Letters of Of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s 's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to the Effectiveness of this Agreement), and each of which on the Closing Date will be in full force and effect SECOND AMENDED AND RESTATED CREDIT AGREEMENT AVIALL SERVICES, INC. and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Samples: Credit Agreement (Aviall Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party and each of its Subsidiaries of the Loan Documents and each of the Related Documents to which it is a party and the consummation of the transactions contemplated therebyTransactions:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other its corporate powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) III, will have been duly authorized by all necessary corporate or other organizational action, including including, without limitation, the consent of shareholders, partners and members shareholders where required;
(iii) do not and will not (A) contravene its or violate such Loan Party’s any of its Subsidiaries' respective Constituent Documentscertificate of incorporation or by-laws or other comparable governing documents, (B) violate any other applicable Requirement of Law applicable to such Loan Party (including including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve BoardSystem), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Partyarbitrator, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture of its Contractual Obligations or any notes issued pursuant theretoContractual Obligations of its Subsidiaries except those which, (D) conflict with individually or result in the breach ofaggregate, the breach, default or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would which could not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any of its property or the property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties Agent pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been or will be, prior to the Closing Date unless otherwise specifically provided in Section 3.1, obtained or made and copies of which have been or will be delivered to the Agent pursuant to Section 3.1, and each of which will be in full force and effect.
(b) This Agreement, each of the other Loan Documents and each of the Related Documents has been, or as permitted will have been upon delivery thereof pursuant to Section 3.1, duly executed and delivered by Section 8.2each Loan Party and each of its Subsidiaries party thereto. This Agreement and the other Loan Documents are, and each of the Related Documents is, or will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party and each of its Subsidiaries party thereto, enforceable against it in accordance with its terms.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of CreditTo Term Loans) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its SubsidiariesParty, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to Closing Date Term Loans), and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) Section 3.1 will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members shareholders where required;
(iii) do not and will not (A) contravene or violate such any Loan Party’s respective 's Constituent Documents, (B) violate any other Requirement of Law applicable to such any Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such any Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such any Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse EffectParty, or (ED) result in the creation or imposition of any Lien upon any of the property of such any Loan Party or any of its SubsidiariesParty, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on SCHEDULE 4.2 and which have been or will be, prior to the Effective Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to SECTION 3.1, and each of which, if so required, will, on the Effective Date, be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer or as permitted conveyance, reorganization, moratorium or other similar laws affecting creditors' rights generally, by Section 8.2general equitable principles or by principles of good faith and fair dealing and except to the extent that availability of the remedy of specific performance or injunctive relief is sought to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of CreditTo Loans) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or as permitted filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to Initial Loans), and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by Section 8.2the Collateral Documents.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party Grantor of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby, including the obtaining of the Loans and the creation and perfection of the Liens on the Collateral as security therefor:
(i) are are, subject to the entry of the Order, within such Loan Party’s Grantor's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been been, duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members shareholders where required;
(iii) subject to the entry of the Order, do not and will not (A) contravene any provision of such Grantor's or violate such Loan Party’s any of its Subsidiaries' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party Grantor (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan PartyGrantor, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material post-petition Contractual Obligation of such Loan Party Grantor or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any of the property of such Loan Party Grantor or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to this Agreement and the Collateral Order; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than the Bankruptcy Court and those listed on Schedule 4.2 and which have been or will be, on or prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1, and each of which on the Closing Date will be in full force and effect.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Grantor party thereto. Subject to the entry of the Order, this Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Grantor party thereto, enforceable against such Grantor in accordance with its terms.
Appears in 1 contract
Samples: Secured Super Priority Debtor in Possession Revolving Credit Agreement (Kasper a S L LTD)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to To Loans and And Letters of Of Credit) will have been been, duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members shareholders where required;
(iii) do not and will not (A) contravene or violate such any Loan Party’s 's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such any Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such any Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such any Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any of the property of such any Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Effective Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to the Effectiveness of this Agreement), and each of which on the Effective Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party party thereto. This Agreement is, and the other Loan Documents are or, as permitted by Section 8.2the case may be will be when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Samples: Credit Agreement (Suntron Corp)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby, partners and members:
(i) are are, subject to the Final Order and the entry of the Amended and Restated DIP Order, within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been been, duly authorized by all necessary corporate corporate, limited liability company, partnership or other organizational similar action, including the consent of shareholders, partners and members where required;
(iii) subject to the Final Order and the entry of the Amended and Restated DIP Order, do not and will not (A) contravene or violate such Loan Party’s 's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material post-petition Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to this Agreement, the Collateral Documents and the Orders; and
(iv) do not require the consent of, authorization by, approval of, notice to, or as permitted filing or registration with, any Governmental Authority or any other Person, other than the Bankruptcy Court and those listed on Schedule 4.2 and that have been or will be, on or prior to the Effective Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1, and each of which on the Effective Date will be in full force and effect.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party party thereto. Subject to the Final Order and the entry of the Amended and Restated DIP Order, this Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Samples: Secured Debtor in Possession Credit Agreement (Friedmans Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by Borrower and each Loan Party of its Subsidiaries of the Loan Documents and all instruments and documents to which it is a party be delivered by Borrower or such Subsidiary hereunder and thereunder and the creation of all Liens provided for herein and therein and the consummation of the transactions contemplated hereby and thereby:
, (i) are within Borrower's or such Loan Party’s corporate, limited liability company, partnership or other powers;
Subsidiary's corporate power; (ii) have been orbeen, at or by the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) Closing Date will have been be, duly authorized by all necessary or proper corporate or other organizational action, including the consent of shareholders, partners and members where required;
; (iii) do not conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Borrower or any of its Subsidiaries; (iv) do not require any approval of stockholders or other equity holders or any approval or consent of any Person under any Contractual Obligation of Borrower or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the Closing Date and are disclosed in SCHEDULE 4.4 annexed hereto; (v) are not in contravention of any provision of Borrower's or any of its Subsidiary's charter documents, including, with respect to Borrower, its Certificate of Incorporation or By-Laws; (vi) will not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board)law or regulation, or any order or decree of any Governmental Authority court or arbitrator applicable to such Loan Party, governmental instrumentality; and (Cvii) conflict with do not require the consent or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (E) result in the creation or imposition approval of any Lien upon any property of such governmental body, agency or authority. This Agreement is, and the Notes and the other Loan Party or any of its SubsidiariesDocuments, other than those in favor of when executed and delivered pursuant hereto will be, the Secured Parties pursuant to the Collateral Documents or as permitted by Section 8.2legal, valid and
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to To Loans and And Letters of Of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s 's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to including the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse EffectExisting Public Debt, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of CreditPrecedent) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;; AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION
(iii) do not and will not (A) contravene or violate such Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Effective Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions to Effectiveness), and each of which on the Effective Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents and the Securitization Documents to which it is a party and the consummation of the transactions related to the financing contemplated therebyhereby, including, without limitation, the consummation of the Plan of Reorganization:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other 's corporate powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including including, without limitation, the consent of shareholders, partners and members shareholders where required;
(iii) do not and will not (A) contravene or violate such any Loan Party’s 's or any of its Subsidiaries' respective Constituent Documentscertificate of incorporation or by-laws or other comparable governing documents, (B) violate any other applicable Requirement of Law applicable to such Loan Party (including including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve BoardSystem), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Partyarbitrator, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such any Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any of the property of such any Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties Agent pursuant to the Collateral Loan Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person.
(b) This Agreement has been, and each of the other Loan Documents or as permitted and the Securitization Documents will have been upon delivery thereof pursuant to Section 3.1, duly executed and delivered by Section 8.2each Loan Party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party thereto, enforceable against it in accordance with its terms.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholdersshareholders where required and in the case of the Borrower and the MCC Guarantors, partners and members where requiredthe Confirmation Order;
(iii) do not and will not (A) contravene or violate such any Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other applicable Requirement of Law applicable to such any Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such any Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such any Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any of the property of such any Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties Administrative Agent and the Lenders pursuant to the Collateral Security Documents and Liens securing the Terra Credit Facility, the Senior Second Lien Note Documents and the Senior Secured Note Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or as permitted filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 3.2 and which have been obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 4.1, and each of which on the Extension Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by Section 8.2the Security Documents.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Samples: Term Loan, Guarantee and Security Agreement (Terra Industries Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members shareholders where required;
(iii) do not and will not (A) contravene or violate such any Loan Party’s 's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other applicable Requirement of Law applicable to such any Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such any Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such any Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any of the property of such any Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 and which have been obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1, and each of which on the Restatement Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) Transactions: are within such Loan Party’s corporate, limited liability company, partnership or other organizational powers;
(ii) ; have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) this Agreement will have been duly authorized by all necessary corporate corporate, limited liability company or other organizational partnership action, including the consent of shareholders, partners and members where required;
(iii) ; do not and will not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material lawful Contractual Obligation of such Loan Party or any of its Restricted Subsidiaries, except to other than in the extent case of this clause (C) any such conflict, breach, default, termination or acceleration would that could not reasonably be expected to have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its SubsidiariesParty, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than resolutions of the board of directors or other similar authority of each Loan Party that have been or will be, prior to the Effective Date (or such later date upon which such Loan Party becomes a Subsidiary Guarantor), obtained or made, copies of which have been or will be delivered to the Administrative Agent, and each of which on the Effective Date (or such later date upon which such Loan Party becomes a Subsidiary Guarantor) will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents. This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party who is a party thereto. This Agreement is, and the other Loan Documents will be, when delivered, the legal, valid and binding obligation of each Loan Party who is a party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or as permitted by Section 8.2other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to To Loans and And Letters of Of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s 's or any of its Subsidiaries' respective Constituent Documents, (B) violate in any material respect any other Requirement of Law applicable to such Loan Party (including including, as applicable, Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach ofany material respect, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, Subsidiaries or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Effective Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to the Effectiveness of this Agreement), and each of which on the Effective Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, except that such enforceability may be limited by general equitable principles (whether enforcement is sought by proceedings in equity or as permitted at law) and by Section 8.2applicable bankruptcy, insolvency, moratorium and similar laws affecting the enforcement of creditors' rights generally.
Appears in 1 contract
Samples: Credit Agreement (S&c Holdco 3 Inc)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Credit Party of the Loan Documents to which it is a party party, and the consummation creation of the transactions contemplated thereby:
all Liens provided for herein and therein: (ia) are and will continue to be within such Loan Credit Party’s corporate, limited liability company, partnership or other powers;
's power and authority; (iib) have been or, at the time of delivery thereof pursuant and will continue to Article III (Conditions to Loans and Letters of Credit) will have been be duly authorized by all necessary corporate or other organizational proper action, including the consent ; (c) are not and will not be in violation of shareholders, partners and members where required;
any Requirement of Law or Contractual Obligation of such Credit Party (iiid) do not and will not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (E) result in the creation or imposition of any Lien (other than Permitted Encumbrances) upon any property of the Collateral; and (e) do not and will not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 3.1(c) (all of which will have been duly obtained, made or complied with on or before the Closing Date and shall be in full force and effect on such date). As of the Closing Date, each Loan Document shall have been duly executed and delivered on behalf of each Credit Party part thereto, and each such Loan Document upon such execution and delivery shall be and will continue to be a legal, valid and binding obligation of such Loan Credit Party enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency and other similar laws affecting creditors' rights generally, and by general principles of equity. In addition to, and not in limitation of, any other representation or any of its Subsidiarieswarranty made by Borrower hereunder, other than those the Borrower has a right to assign, and/or grant security interests in, and has validly assigned and/or granted security interests in favor and to, the Collateral, including, without limitation, the Gross Lease Receivables, the Leases and the Leased Equipment to the Lender. The Lender will have a legally valid and perfected first priority security interest in, and assignment of, all of the Secured Parties pursuant to the Collateral Documents effective against all parties or persons except as permitted by Section 8.2otherwise provided in this Agreement.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by Borrower and each Loan Party Material Subsidiary of the Loan Documents and all other instruments and documents to which be delivered by Borrower or such Material Subsidiary hereunder and thereunder to the extent it is a party thereto and the consummation creation of the transactions contemplated thereby:
all Liens provided for herein and therein: (i) are within Borrower's or such Loan Party’s corporate, limited liability company, partnership or other powers;
Material Subsidiary's corporate power; (ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate and shareholder action; (iii) are not in contravention of any provision of Borrower's or such Material Subsidiary's certificate or articles of incorporation or by-laws or other organizational action, including the consent of shareholders, partners and members where required;
documents; (iiiiv) do not and will not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board)law or regulation, or any order or decree of any Governmental Authority court or arbitrator applicable to such Loan Party, governmental instrumentality; (Cv) will not conflict with or result in the breach or termination of, or constitute a default underunder or accelerate any performance required by, or result in or permit the termination or acceleration ofSenior Note Indenture, the Subordinated Indenture, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document Material Contract or any other material Contractual Obligation indenture, mortgage, deed of such trust, lease, agreement or other instrument to which Borrower or any Material Subsidiary is a party or by which any Loan Party or any of its Subsidiariesproperty is bound other than any such conflicts, except breaches or terminations which, individually or in the aggregate, could not reasonably be expected to the extent such conflict, breach, default, termination or acceleration would not have result in a Material Adverse Effect, or ; (Evi) will not result in the creation or imposition of any Lien upon any of the property of such Loan Party Borrower or any of its Subsidiaries, Material Subsidiary other than those in favor of the Secured Parties Agent or Lenders, all pursuant to the Collateral Loan Documents; and (vii) do not require the consent or approval of any Govern- mental Authority or any other Person, except those referred to in Section 2.1(d), all of which will have been duly obtained, made or complied with prior to the Closing Date and which are in full force and effect, other than any such consents or approvals which the failure to obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. At or prior to the Closing Date, each of the Loan Documents shall have been duly executed and delivered for the benefit of or as permitted by Section 8.2on behalf of Borrower and each shall then constitute a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party Borrower of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
: (i) are within such Loan PartyBorrower’s corporate, limited liability company, partnership or other powers;
; (ii) have been or, at the time of delivery thereof pursuant to Article III IV (Conditions to Loans and Letters of CreditLending) will have been been, duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
; (iii) do not and will not (A) contravene such Borrower’s or violate such Loan Party’s any of its Subsidiaries’ respective Constituent Documents, (B) violate (x) any other Requirement of Law applicable to such Loan Party Borrower (including Regulations T, U and X of the Federal Reserve Board), or (y) any order or decree of any Governmental Authority or arbitrator applicable to such Loan PartyBorrower, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party Borrower or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party Borrower or any of its Material Subsidiaries; (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those in favor listed on Schedule 5.02 (Consents) and that have been or will be, prior to the Effective Date, obtained or made, copies of which have been or will be delivered to the Secured Parties Administrative Agent pursuant to Section 4.01(a)(ii)(y), and each of which on the Collateral Documents or as permitted by Section 8.2Effective Date will be in full force and effect.
Appears in 1 contract
Samples: Term Loan Agreement (FMC Corp)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of CreditTo Term Loans) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members where required;
(iii) do not and will not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration ofTerm Loan Agreement Collective Brands Finance, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in Inc. or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its SubsidiariesParty, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Closing Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to Closing Date Term Loans), and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party Borrower of the Loan Documents to which it is a party and the consummation of the transactions related to the financing contemplated therebyhereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other Borrower's corporate powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including including, without limitation, the consent of shareholdersstockholders where required and are authorized by the Interim Order or the Final Order, partners and members where required;as applicable; and
(iii) do not and will not (A) contravene any Borrower's or violate such Loan Party’s any of its Subsidiaries' respective Constituent Documentscertificates of incorporation or by-laws or other comparable governing documents, (B) as to any Borrower, violate any other applicable Requirement of Law applicable to such Loan Party (including including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve BoardSystem), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Partyarbitrator, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Material Contractual Obligation of such Loan Party any Borrower or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) except for the Liens created under the Loan Documents, the Interim Order and the Final Order, result in the creation or imposition of any Lien upon any of the property of such Loan Party any Borrower or any of its Subsidiaries.
(b) No authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those in favor (x) the entry by the Bankruptcy Court of the Secured Parties Interim Order or the Final Order, as applicable, and (y) those which have been obtained or made and copies of which in the case of those involving a Governmental Authority have been delivered to the Agent, is required for (i) the due execution, delivery, recordation, filing or performance by any Borrower of this Agreement, the Notes or any other Loan Document to which it is or is to be a party, or for the consummation of the transactions contemplated hereby, (ii) the grant by any Borrower of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created by the Collateral Documents (including, as of the Effective Date, the first priority nature thereof (subject to Permitted Liens)) or (iv) the exercise by the Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents. On any date after the Effective Date, no authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than (x) the entry by the Bankruptcy Court of the Interim Order or the Final Order, as permitted applicable, and (y) those which have been obtained or made and copies of which in the case of those involving a Governmental Authority have been delivered to the Agent, is required for the perfection or maintenance of the Liens created by the Collateral Documents (including the first priority thereof (subject to Permitted Liens)).
(c) This Agreement has been and each of the other Loan Documents will have been upon delivery thereof pursuant to Section 8.23.1, duly executed and delivered by each Borrower party thereto. This Agreement is, and each other Loan Document will be when delivered hereunder, the legal, valid and binding obligation of each Borrower party thereto, enforceable against it in accordance with its terms and the Interim Order or the Final Order.
Appears in 1 contract
Samples: Debt Agreement (WHX Corp)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members shareholders where required;
(iii) do not and will not (A) contravene or violate such any Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other applicable Requirement of Law applicable to such any Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such any Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such any Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any of the property of such any Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents and Liens securing the MCC Credit Agreement, the Senior Second Lien Note Documents and the Senior Secured Note Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or as permitted filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 and which, prior to the Effective Date, have been obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1, and each of which on the Effective Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by Section 8.2the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by Borrower, BTITC and each Loan Party Subsidiary of Borrower of the Loan Transaction Documents and all instruments and documents to which be delivered by Borrower, to the extent it is a party thereto, hereunder and thereunder, and the consummation creation of the transactions contemplated thereby:
all Liens provided for herein and therein: (ia) are within such Loan Party’s corporate, limited liability company, partnership or other powers;
Person's corporate power; (iib) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary or proper corporate and shareholder action; (c) are not in contravention of any provision of such Person's certificates or other organizational action, including the consent articles of shareholders, partners and members where required;
incorporation or by-laws; (iiid) do not and will not (A) contravene or violate such Loan Party’s respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board)law or regulation, or any order or decree of any Governmental Authority court or arbitrator applicable to such Loan Party, governmental instrumentality; (Ce) will not conflict with or result in the breach or termination of, or constitute a default under, under or result in or permit the termination or acceleration ofaccelerate any performance required by, any Indenture indenture, mortgage, deed of trust, lease, agreement or any notes issued pursuant thereto, (D) conflict with other instrument to which such Person is a party or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of by which such Loan Party Person or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would property is bound; (f) will not have a Material Adverse Effect, or (E) result in the creation or imposition of any Lien upon any of the property of such Loan Party or any of its Subsidiaries, Borrower other than those in favor of the Secured Parties Lenders, all pursuant to the Collateral Transaction Documents; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except those referred to in Section 2.1(d), all of which will have been duly obtained, made or complied with prior to the Closing Date. At or prior to the Closing Date, each of the Transaction Documents shall have been duly executed and delivered for the benefit of or as permitted by Section 8.2on behalf of Borrower and each shall then constitute a legal, valid and binding obligation of Borrower, to the extent it is a party thereto, enforceable against it in accordance with its terms.
Appears in 1 contract
Samples: Loan Agreement (Bti Telecom Corp)
Corporate Power; Authorization; Enforceable Obligations. (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:
(i) are within such Loan Party’s 's corporate, limited liability company, partnership or other powers;
(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans and Letters of Credit) will have been duly authorized by all necessary corporate or other organizational action, including the consent of shareholders, partners and members shareholders where required;
(iii) do not and will not (A) contravene or violate such any Loan Party’s 's or any of its Subsidiaries' respective Constituent Documents, (B) violate any other applicable Requirement of Law applicable to such any Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such any Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Indenture or any notes issued pursuant thereto, (D) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Related Document or any other material Contractual Obligation of such any Loan Party or any of its Subsidiaries, except to the extent such conflict, breach, default, termination or acceleration would not have a Material Adverse Effect, or (ED) result in the creation or imposition of any Lien upon any of the property of such any Loan Party or any of its Subsidiaries, other than those in favor of the Secured Parties pursuant to the Collateral Documents; and
(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 and which have been obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1, and each of which on the Closing Date will be in full force and effect and, with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents.
(b) This Agreement has been, and each of the other Loan Documents or as permitted will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by Section 8.2each Loan Party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms.
Appears in 1 contract
