Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower. (b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower. (c) Other than the filing of financing statements, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person. (d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally. (e) The Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens. (f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent. (g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent. (h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person. (i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 2 contracts
Samples: Loan and Security Agreement (Big Dog Holdings Inc), Loan and Security Agreement (Big Dog Holdings Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any such Borrower, the Governing Documents of any such Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders shareholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing of financing statementsstatements and fixture filings, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each any Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The AgentLender's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 2 contracts
Samples: Loan and Security Agreement (Zanett Inc), Loan and Security Agreement (Zanett Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate in any material respect any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Borrower (exclusive, however, of any conflict, breach, or default resulting from an enforceable prohibition on the attachment of the Lender's Liens to the contract or other agreement evidencing a material contractual obligation of Borrower), (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of Borrower (exclusive, however, of any approval or consent required in connection with the attachment of the Lender's Liens to the contract or other agreement evidencing a material contractual obligation of Borrower).
(c) Other than the filing of financing statements, fixture filings, and certain of the Loan Documents with the SEC, the United States Patent and Trademark Office, and the United States Copyright Office, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The AgentLender's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The As to each Guarantor, the execution, delivery, and performance by Parent such Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The As to each Guarantor, the execution, delivery, and performance by Parent such Guarantor of the Loan Documents to which it is a party do not and will not (i) violate in any material respect any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Guarantor (exclusive, however, of any conflict, breach, or default resulting from an enforceable prohibition on the attachment of the Lender's Liens to the contract or other agreement evidencing a material contractual obligation of such Guarantor), (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parentsuch Guarantor's interestholders or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor (exclusive, however, of any approval or consent required in connection with the attachment of the Lender's Liens to the contract or other agreement evidencing a material contractual obligation of such Guarantor).
(h) The As to each Guarantor, other than the filing of financing statements, PPSA filings, fixture filings, and certain of the Loan Documents with the SEC, the United States Patent and Trademark Office, and the United States Copyright Office, the execution, delivery, and performance by Parent such Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The As to each Guarantor, the Loan Documents to which Parent such Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 2 contracts
Samples: Loan and Security Agreement (Microstrategy Inc), Loan and Security Agreement (Microstrategy Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than as set forth on Schedule 5.9 and other than the filing of mortgages, financing statements, and fixture filings, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person. Notwithstanding the foregoing or the provisions of clause (h) below, (i) from time to time, the Obligors may be required to obtain certain authorizations of or to make certain filings with the FCC and which are required in the ordinary course of business, (ii) copies of certain documents, including without limitation certain Loan Documents, may be required to be filed with the FCC pursuant to 47 C.F.R Section 73.3613, (iii) the FCC must be notified of the consummation of any assignments or transfers of control of FCC authorizations for any television broadcast stations and ownership reports are required to be filed with the FCC after such consummation pursuant to 47 C.F.R. Section 73.3615, and (iv) prior to the exercise of certain rights or remedies under the Loan Documents by Agent, FCC consents and notifications with respect to such exercise may be required to be timely obtained or made.
(d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Borrower, will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent Guarantors of the Loan Documents to which it is a they are party have been duly authorized by all necessary action on the part of Parenteach Guarantor.
(g) The execution, delivery, and performance by Parent Guarantors of the Loan Documents to which it is a they are party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentany Guarantor, the Governing Documents of Parentany Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentany Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentany Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentany Guarantor, other than Permitted Liens, or (iv) require any approval of Parentany Guarantor's interestholders or any approval or consent of any Person under any material contractual obligation of Parentany Guarantor.
(h) The Other than as set forth on Schedule 5.9 and other than the filing of mortgages, financing statements, and fixture filings, the execution, delivery, and performance by Parent Guarantors of the Loan Documents to which Parent is a they are party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a Guarantors are party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent Guarantors will be the legally valid and binding obligations of Parenteach Guarantor, enforceable against Parent each Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 2 contracts
Samples: Loan and Security Agreement (Acme Communications Inc), Loan and Security Agreement (Acme Television LLC)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any BorrowerBorrower (including any of the Senior Note Documents), (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders members or shareholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing of financing statements, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 2 contracts
Samples: Loan and Security Agreement (Old Evangeline Downs LLC), Loan and Security Agreement (Peninsula Gaming Corp)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Guarantor and Borrower of this Agreement and the Loan Documents to which it each is a party have been duly authorized by all necessary action on the part of such BorrowerGuarantors and Borrowers.
(b) The execution, delivery, and performance by each Guarantor and Borrower of this Agreement and the Loan Documents to which it each is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrowersuch Guarantors or Borrowers, the Governing Documents of such Guarantors or Borrowers, or any Borrowerof their Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on such Guarantors or Borrowers, or any Borrowerof their Subsidiaries, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent or any Borrower, or any of their Subsidiaries, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent or any Borrower, or any of their Subsidiaries, other than Permitted Liens, or (iv) require any approval by interestholders of Parent or any Borrower's interestholders , or any of their Subsidiaries, or any approval or consent of any Person under any material contractual obligation of Parent or any Borrower, or any of their Subsidiaries.
(c) Other than the filing of financing statements, fixture filings, Tunica Ship Mortgage, Mortgages, the approvals of Applicable Gaming Authorities with respect to the Stock Pledge executed by BNG, and periodic informational filings required under Applicable Gaming Laws, the execution, delivery, and performance by each Guarantor and each Borrower of this Agreement and the Loan Documents to which such each Guarantor and each Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person, except that pursuant to Mississippi Gaming Commission Regulation II.I. Section 11., and Nevada Gaming Commission Regulation 8.530, BMG will be required to file loan 55 reports with the Mississippi Gaming Commission and the Nevada Gaming Control Board within thirty (30) days of the Closing Date.
(d) This Agreement and the other Loan Documents to which each Guarantor and Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Guarantor and Borrower will be the legally valid and binding obligations of such Guarantor or Borrower, as applicable, enforceable against such Guarantor or Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The AgentLender's Liens are validly created, perfected, and and, after giving effect to the Intercreditor Agreement, are first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 2 contracts
Samples: Loan and Security Agreement (Majestic Investor Capital Corp), Loan and Security Agreement (Majestic Investor Capital Corp)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations G, T, U, and X of the Federal Reserve Board) applicable to any such Borrower, the Governing Documents of any such Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any such Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any such Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any such Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any such Borrower.
(c) Other than the filing of appropriate financing statements, fixture filings, and mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each any Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by each Borrower to Foothill in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 2 contracts
Samples: Loan and Security Agreement (Morrow Snowboards Inc), Loan and Security Agreement (K Tel International Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations U and X of the Federal Reserve Board) applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract or other material contractual obligation or material lease of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any Material Contract or other material contractual obligation of any Borrower.
(c) Other than the filing taking of financing statementsany action expressly required under this Agreement and the Loan Documents, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by Borrower to Agent, for the benefit of the Lender Group, in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, deliveryNeither the Borrower nor any of its Subsidiaries has violated, and performance by Parent neither the Borrower nor any Subsidiary will be in violation of, any provisions of the Loan Documents Natural Gas Act or the Natural Gas Policy Act of 1978 or any other Federal or State law or any of the regulations thereunder (including those of the respective Conservation Commissions and Land Offices of the various jurisdictions having authority over its Oil and Gas Properties) with respect to its Oil and Gas Properties which it is would create a party Material Adverse Change, and the Borrower and each Subsidiary have been duly authorized by or will have made all necessary action on the part of Parent.
(g) The executionrate filings, deliverycertificate applications, well category filings, interim collection filings and notices, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, other filings or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, deliverycertifications, and performance has or will have received all necessary regulatory authorizations (including without limitation necessary authorizations, if any, with respect to any processing arrangements conducted by Parent it or others respecting its Oil and Gas Properties or production therefrom) required under said laws and regulations with respect to all of the Loan Documents its Oil and Gas Properties or production therefrom so as not to which Parent is create a party do not Material Adverse Change. Said material rate filings, certificate applications, well category filings, interim collection filings and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a partynotices, and all other documents contemplated hereby filings and thereby, when executed and delivered by Parent will be the legally valid and binding obligations certifications contain no untrue statements of Parent, enforceable against Parent material facts nor do they omit any statements of material facts necessary in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generallysaid filings.
Appears in 2 contracts
Samples: Loan and Security Agreement (Ram Energy Inc/Ok), Loan and Security Agreement (Southwest Royalties Holdings Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Subsidiary Borrower of this Agreement and the Irish Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Subsidiary Borrower.
(b) The execution, delivery, and performance by each Subsidiary Borrower of this Agreement and the Irish Loan Documents to which it is a party do not and will not (i) violate any provision of any law including federal, state, or local law or regulation applicable to any Subsidiary Borrower, the Governing Documents of any Subsidiary Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Subsidiary Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Subsidiary Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Subsidiary Borrower, other than Permitted Liens, or (iv) require any approval of any Subsidiary Borrower's interestholders interest holders or any approval or consent of any Person under any material contractual obligation of any Subsidiary Borrower.
(c) Other than the filing of financing statements, fixture filings and certain of the Irish Loan Documents with the SEC and filings with the Companies Registration Office, Dublin, the execution, delivery, and performance by each Subsidiary Borrower of this Agreement and the Irish Loan Documents to which such Subsidiary Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This Agreement and the other Irish Loan Documents to which each Subsidiary Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Subsidiary Borrower will be the legally valid and binding obligations of such Subsidiary Borrower, enforceable against such Subsidiary Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens are validly createdcreated and no action is required to perfect the security except, perfectedwhere appropriate, for registration and notice and the security will be a first priority Liens, subject only to Permitted Lienscharge ranking ahead of any other Lien.
(f) The As to each Guarantor, the execution, delivery, and performance by Parent such Guarantor of the Irish Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The As to each Guarantor, the execution, delivery, and performance by Parent such Guarantor of the Irish Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, order judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parentsuch Guarantor's interestholders or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor.
(h) The As to each Guarantor, the execution, delivery, and performance by Parent such Guarantor of the Irish Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Agency or other Person.
(i) The As to each Guarantor, the Irish Loan Documents to which Parent such Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parent, such Guarantor enforceable against Parent such guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting omitting creditors' rights generally.
Appears in 2 contracts
Samples: Loan Agreement (Palm Inc), Loan Agreement (Palm Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations G, T, U, and X of the Federal Reserve Board) applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing of appropriate financing statements, fixture filings, filings with the U.S. Patent & Trademark Office, and mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 2 contracts
Samples: Loan and Security Agreement (American Bank Note Holographics Inc), Loan and Security Agreement (American Bank Note Holographics Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower Obligor of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such BorrowerObligor.
(b) The execution, delivery, and performance by each Borrower Obligor of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations T, U, and X of the Federal Reserve Board), applicable to any Borrowersuch Obligor, the Governing Documents of any Borrowersuch Obligor, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrowersuch Obligor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrowersuch Obligor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrowersuch Obligor, other than Permitted Liens, or (iv) except to the extent previously obtained, require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrowersuch Obligor.
(c) Other than the filing of financing statements, fixture filings, and Mortgages, the execution, delivery, and performance by each Borrower Obligor of this Agreement and the Loan Documents to which such Borrower Obligor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This Agreement and the other The Loan Documents to which each Borrower Obligor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Obligor will be the legally valid and binding obligations of such BorrowerObligor, enforceable against such Borrower Obligor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by Obligors to Agent, for the benefit of the Lender Group, in and to its assets pursuant to this Agreement and the other Loan Documents are validly created, perfectedperfected (except where the lack of perfection is the result of the Agent's failure to file a financing statement, or to continue a financing statement once filed, or to continue possession of Collateral where the security interest therein is perfected through possession), and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 2 contracts
Samples: Loan and Security Agreement (Guitar Center Inc), Loan and Security Agreement (Guitar Center Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by Parent and each Borrower of this Agreement Agreement, the other Loan Documents and the Loan Acquisition Documents to which it each is a party have been duly authorized by all necessary action on the part of Parent and such Borrower.
(b) The execution, delivery, and performance by Parent and each Borrower of this Agreement Agreement, the other Loan Documents and the Loan Acquisition Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent or any Borrower, the Governing Documents of Parent or any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent or any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent or any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent or any Borrower, other than Permitted Liens, or (iv) require any approval of Parent’s or any Borrower's interestholders ’s shareholders or any approval or consent of any Person under any material contractual obligation of Parent or any Borrower, other than consents or approvals that have been obtained and that are still in force and effect.
(c) Other than (i) the filing of financing statementsstatements (ii) the recording of the Copyright Security Agreement in the United States Copyright Office and the recording of the Patent Security Agreement and the Trademark Security Agreement in the United States Patent and Trademark Office, and (iii) the recordation of the Mortgages (if any), the execution, delivery, and performance by Parent and each Borrower of this Agreement Agreement, the other Loan Documents and the Loan Acquisition Documents to which such Borrower it is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(d) This Agreement and Agreement, the other Loan Documents and the Acquisition Documents to which Parent and each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent and such Borrower will be the legally valid and binding obligations of Parent and such Borrower, enforceable against Parent and such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The Agent's ’s Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents and the Acquisition Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parent's interestholders such Guarantor’s shareholders or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor, other than consents or approvals that have been obtained and that are still in force and effect.
(h) The Other than (i) the filing of financing statements (ii) the recording of the Copyright Security Agreement in the United States Copyright Office and the recording of the Patent Security Agreement and the Trademark Security Agreement in the United States Patent and Trademark Office, and (iii) the recordation of the Mortgages (if any), the execution, delivery, and performance by Parent each Guarantor of the Loan Documents and the Acquisition Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(i) The Loan Documents and the Acquisition Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
Appears in 2 contracts
Samples: Credit Agreement (Monotype Imaging Holdings Inc.), Credit Agreement (Monotype Imaging Holdings Inc.)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary corporate action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations T, U, and X of the Federal Reserve Board) applicable to any such Borrower, the Governing Documents of any such Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any such Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any such Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any such Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or other equity holders or any approval or consent of any Person under any material contractual obligation of any such Borrower.
(c) Other than the filing of appropriate financing statements, fixture filings, and mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by each Borrower in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 2 contracts
Samples: Loan and Security Agreement (Fao Inc), Loan and Security Agreement (Right Start Inc /Ca)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Subsidiary Borrower of this Agreement and the UK Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Subsidiary Borrower.
(b) The execution, delivery, and performance by each Subsidiary Borrower of this Agreement and the UK Loan Documents to which it is a party do not and will not (i) violate any provision of any law including federal, state, or local law or regulation applicable to any Subsidiary Borrower, the Governing Documents of any Subsidiary Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Subsidiary Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Subsidiary Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Subsidiary Borrower, other than Permitted Liens, or (iv) require any approval of any Subsidiary Borrower's interestholders interest holders or any approval or consent of any Person under any material contractual obligation of any Subsidiary Borrower.
(c) Other than the filing of financing statements, fixture filings and certain of the UK Loan Documents with the SEC and filings with the registrar of Companies House in the United Kingdom, the execution, delivery, and performance by each Subsidiary Borrower of this Agreement and the UK Loan Documents to which such Subsidiary Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This Agreement and the other UK Loan Documents to which each Subsidiary Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Subsidiary Borrower will be the legally valid and binding obligations of such Subsidiary Borrower, enforceable against such Subsidiary Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens are validly createdcreated and no action is required to perfect the security except, perfectedwhere appropriate, for registration and notice and the security will be a first priority Liens, subject only to Permitted Lienscharge ranking ahead of any other Lien.
(f) The As to each Guarantor, the execution, delivery, and performance by Parent such Guarantor of the UK Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The As to each Guarantor, the execution, delivery, and performance by Parent such Guarantor of the UK Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, order judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parentsuch Guarantor's interestholders or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor.
(h) The As to each Guarantor, the execution, delivery, and performance by Parent such Guarantor of the UK Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Agency or other Person.
(i) The As to each Guarantor, the UK Loan Documents to which Parent such Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parent, such Guarantor enforceable against Parent such guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting omitting creditors' rights generally.
Appears in 2 contracts
Samples: Loan Agreement (Palm Inc), Loan Agreement (Palm Inc)
Due Authorization; No Conflict. (a) The As to each Company, the execution, delivery, and performance by each Borrower such Company of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such BorrowerCompany.
(b) The As to each Company, the execution, delivery, and performance by each Borrower such Company of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any BorrowerCompany, the Governing Documents of any BorrowerCompany, or any order, judgment, or decree of any court or other Governmental Authority binding on any BorrowerCompany, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any BorrowerCompany, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any BorrowerCompany, other than Permitted Liens, or (iv) require any approval of any Borrower's Company’s interestholders or any approval or consent of any Person under any material contractual obligation of any BorrowerCompany.
(c) Other than the filing of financing statementsstatements and fixture filings, the execution, delivery, and performance by each Borrower Company of this Agreement and the Loan Documents to which such Borrower Company is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This As to each Company, this Agreement and the other Loan Documents to which each Borrower such Company is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Company will be the legally valid and binding obligations of such BorrowerCompany, enforceable against such Borrower Company in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The Agent's ’s Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 2 contracts
Samples: Loan and Security Agreement (Telos Corp), Loan and Security Agreement (Telos Corp)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations T, U, and X of the Federal Reserve Board) applicable to any such Borrower, the Governing Documents of any such Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any such Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under the Indenture, any other material contractual obligation or material lease of any such Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any such Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any such Borrower.
(c) Other than the filing of appropriate financing statements, fixture filings, and mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each any Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The Agent's Liens granted by each Borrower to Agent (for the benefit of the Lender Group) in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 2 contracts
Samples: Loan and Security Agreement (Leslies Poolmart Inc), Loan and Security Agreement (Leslies Poolmart Inc)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation Material Contract of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's ’s interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect.
(c) Other than the filing of financing statements, the recording of the Aircraft Security Agreement with the FAA, and the recordation of the Mortgage, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The Agent's ’s Liens are validly created, and, upon the filing of financing statements and the recording of the Aircraft Security Agreement with the FAA, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parent's such Guarantor’s interestholders or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor, other than consents or approvals that have been obtained and that are still in force and effect.
(h) The Other than the filing of financing statements, the recording of the Aircraft Security Agreement with the FAA, and the recordation of the Mortgage, the execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(i) The Loan Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
Appears in 2 contracts
Samples: Loan and Security Agreement (Trust Created February 25 1986), Loan and Security Agreement (Evergreen Holdings Inc)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) except as set forth on Schedule 5.9, require any approval of any Borrower's ’s interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing of financing statements, fixture filings, and Mortgages (if any), the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person, except such consents, registrations or other similar filings as may be required in connection with the pledge of Stock of Foreign Subsidiaries.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The Agent's ’s Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 2 contracts
Samples: Loan and Security Agreement (Cellstar Corp), Term Loan and Security Agreement (Cellstar Corp)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower such Guarantor of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such BorrowerGuarantor.
(b) The execution, delivery, and performance by each Borrower such Guarantor of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, local or local provincial law or regulation applicable to any Borrowersuch Guarantor, the Governing Documents of any Borrowersuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrowersuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrowersuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrowersuch Guarantor, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders such Guarantor’s equity holders or any approval or consent of any Person under any material contractual obligation of any Borrowersuch Guarantor.
(c) Other than the filing of financing statementsstatements and fixture filings, the execution, delivery, and performance by each Borrower such Guarantor of this Agreement and the Loan Documents to which such Borrower Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower such Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Guarantor will be the legally valid and binding obligations of such BorrowerGuarantor, enforceable against such Borrower Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The Agent's Secured Party’s Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 2 contracts
Samples: Security Agreement, Security Agreement (RMH Teleservices Inc)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect.
(c) Other than the filing of financing statementsstatements and the recordation of the Mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The AgentLender's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The As to each Loan Party, the execution, delivery, and performance by each Borrower such Loan Party of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such BorrowerLoan Party.
(b) The As to each Loan Party, the execution, delivery, and performance by each Borrower such Loan Party of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any BorrowerLoan Party, the Governing Documents of any BorrowerLoan Party, or any order, judgment, or decree of any court or other Governmental Authority binding on any BorrowerLoan Party, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any BorrowerLoan Party, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any BorrowerLoan Party, other than Permitted Liens, or (iv) require any approval of any Borrower's Loan Party’s interestholders or any approval or consent of any Person under any material contractual obligation of any BorrowerLoan Party.
(c) Other than the filing of financing statements, the recording of mortgages, the execution, delivery, and performance by each Borrower Loan Party of this Agreement and the Loan Documents to which such Borrower Loan Party is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This As to each Loan Party, this Agreement and the other Loan Documents to which each Borrower such Loan Party is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Loan Party will be the legally valid and binding obligations of such BorrowerLoan Party, enforceable against such Borrower Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The Agent's ’s Liens granted by the Loan Parties are validly created, perfected, and first priority Liens, Liens (subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on ParentPermitted Liens, (ii) conflict with, result in a breach of, or constitute (the filing of financing statements and other recordations with due notice or lapse of time or both) a default under any material contractual obligation of Parent, the United States Patent and Trademark Office and (iii) result in or require the creation or imposition recording of any Lien of any nature whatsoever upon any properties or assets of Parentmortgages, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parentif any).
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations T, U, and X of the Federal Reserve Board) applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borroweror material lease to which Borrower is a party, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any BorrowerBorrower other than those already obtained.
(c) Other than the filing of appropriate financing statements, fixture filings, certificates of title and Mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other PersonPerson that has not been obtained.
(d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by Borrower to Agent (for the benefit of the Lender Group) in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Texas New Mexico & Oklahoma Coaches Inc)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, national, state, provincial, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation Material Contract of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's ’s interestholders or any approval or consent of any Person under any material contractual obligation Material Contract of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect.
(c) Other than the filing of financing statements, fixture filings, NASDAQ disclosure statements, and copies of the Australian Securities with the Australian Securities & Investment Commission, the recordation of the Mortgages, and other filings or actions necessary to perfect Liens granted to Agent in the Collateral, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The Agent's ’s Liens are validly created, perfectedperfected (other than (i) in respect of motor vehicles and (ii) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 6.12, and subject only to the filing of financing statements, possession of any Collateral for which the Code requires possession to perfect a Lien and the recordation of the Mortgages), and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, national, state, provincial, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation Material Contract of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parent's such Guarantor’s interestholders or any approval or consent of any Person under any material contractual obligation Material Contract of Parentsuch Guarantor, other than consents or approvals that have been obtained and that are still in force and effect.
(h) The Other than the filing of financing statements and the recordation of the Mortgages, and other filings or actions necessary to perfect Liens granted to Agent in the Collateral, the execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(i) The Loan Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and by Borrower and each of its Subsidiaries of the other Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such BorrowerBorrower and its Subsidiaries.
(b) The execution, delivery, and performance by Borrower and each Borrower of its Subsidiaries of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Borrower or any Borrowerof its Subsidiaries, the Governing Documents of Borrower or any Borrowerof its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on Borrower or any Borrowerof its Subsidiaries, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Borrower or any Borrowerof its Subsidiaries, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Borrower or any Borrowerof its Subsidiaries, other than Permitted Liens, or (iv) require any approval of interestholders of Borrower or any Borrower's interestholders of its Subsidiaries or any approval or consent of any Person under any material contractual obligation of Borrower or any Borrowerof its Subsidiaries.
(c) Other than the filing of financing statements, fixture filings, and Mortgages, the execution, delivery, and performance by Borrower and each Borrower of its Subsidiaries of this Agreement and the Loan Documents to which such Borrower it is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which Borrower and each Borrower of its Subsidiaries is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower and each of its Subsidiaries will be the legally valid and binding obligations of such BorrowerBorrower and its Subsidiaries, enforceable against Borrower and each such Borrower Subsidiary in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action (corporate or otherwise) on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents (including, without limitation, the issuance of the Warrant Shares by the Parent) to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing of financing statements, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parentsuch Guarantor's interestholders or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor.
(h) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (SCB Computer Technology Inc)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's ’s interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing of financing statementsstatements and fixture filings, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The Agent's ’s Liens are validly created, perfectedperfected (to the extent that perfection can be effected by the measures required to be taken under the Loan Documents for such purpose), and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Silicon Graphics Inc /Ca/)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders equityholders or any approval or consent of any Person under any material contractual obligation of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect.
(c) Other than the filing of financing statementsstatements and the recordation of the Mortgages and the filings of a report with the SEC on Form 8-K with the SEC regarding this transaction, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Collateral Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parentsuch Guarantor's interestholders or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor, other than consents or approvals that have been obtained and that are still in force and effect.
(h) The Other than the filing of financing statements and the recordation of the Mortgages, the execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(i) The Loan Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation Material Contract of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect.
(c) Other than the filing of financing statements, the recording of the Aircraft Security Agreement with the FAA, and the recordation of the Mortgage, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens are validly created, and, upon the filing of financing statements and the recording of the Aircraft Security Agreement with the FAA, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parentsuch Guarantor's interestholders or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor, other than consents or approvals that have been obtained and that are still in force and effect.
(h) The Other than the filing of financing statements, the recording of the Aircraft Security Agreement with the FAA, and the recordation of the Mortgage, the execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(i) The Loan Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Evergreen International Aviation Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations G, T, U, and X of the Federal Reserve Board) applicable to any such Borrower, the Governing Documents of any such Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any such Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any such Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any such Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any such Borrower.
(c) Other than the filing of appropriate financing statements, fixture filings, and mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by Borrower to Foothill in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The As to each Loan Party, the execution, delivery, and performance by each Borrower such Loan Party of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The Loan Party. As to each Loan Party, the execution, delivery, and performance by each Borrower such Loan Party of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any BorrowerLoan Party, the Governing Documents of any BorrowerLoan Party, or any order, judgment, or decree of any court or other Governmental Authority binding on any BorrowerLoan Party, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any BorrowerLoan Party, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any BorrowerLoan Party, other than Permitted Liens, or (iv) require any approval of any BorrowerLoan Party's interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Loan Party. Other than the filing of financing statements, the recording of mortgages, the execution, delivery, and performance by each Borrower Loan Party of this Agreement and the Loan Documents to which such Borrower Loan Party is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This . As to each Loan Party, this Agreement and the other Loan Documents to which each Borrower such Loan Party is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Loan Party will be the legally valid and binding obligations of such BorrowerLoan Party, enforceable against such Borrower Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) . The Agent's Liens granted by the Loan Parties are validly created, perfected, and first priority Liens, Liens (subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on ParentPermitted Liens, (ii) conflict with, result in a breach of, or constitute (the filing of financing statements and other recordations with due notice or lapse of time or both) a default under any material contractual obligation of Parent, the United States Patent and Trademark Office and (iii) result in or require the creation or imposition recording of any Lien of any nature whatsoever upon any properties or assets of Parentmortgages, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parentif any).
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than (i) the filing of financing statements, fixture filings, filings with the UK Companies Registry (if applicable), filings with the U.S. Patent and Trademark Office, the U.S. Copyright Office and their counterparts in the United Kingdom and the European Community (if applicable), and filing of Mortgages and (ii) the execution by the Cash Management Banks of the Cash Management Agreements and the execution by the securities intermediaries of the Control Agreements, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The AgentLender's Liens are validly createdcreated and, assuming the proper filing of all necessary documents with the proper office for filing thereof by Lender, are perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any -57- nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parentsuch Guarantor's interestholders or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor.
(h) The Other than the filing of financing statements, fixture filings, filings with the UK Companies Registry (if applicable), filings with the U.S. Patent and Trademark Office, the U.S. Copyright Office and their counterparts in the United Kingdom and the European Community (if applicable), and filing of Mortgages, the execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower Parent and its Subsidiaries of this Agreement and the Loan Documents to which it each, individually or collectively, is a party have been duly authorized by all necessary action on the part of such BorrowerPerson.
(b) The execution, delivery, and performance by each Borrower Parent and its Subsidiaries of this Agreement and the other Loan Documents to which it each, individually or collectively, is a party do not and will not (i) violate any provision of any foreign or domestic federal, state, or local law or regulation applicable to any Borrowersuch Person, the Governing Documents of any Borrowersuch Person, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrowersuch Person, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrowersuch Person, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrowersuch Person, other than Permitted Liens, or (iv) require any approval of any Borrower's such Person’s interestholders or any approval or consent of any Person under any material contractual obligation of any Borrowersuch Person, other than consents or approvals that have been obtained and that are still in force and effect.
(c) Other than the filing of financing statementsstatements and other filings or actions necessary to perfect Liens granted to Agent in the Collateral, the execution, delivery, and performance by each Borrower Parent and its Subsidiaries of this Agreement and the other Loan Documents to which such Borrower each, individually or collectively, is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(d) This Agreement and the other Loan Documents to which each Borrower Parent and its Subsidiaries, individually or collectively, is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Person will be the legally valid and binding obligations of such BorrowerPerson, enforceable against such Borrower Person in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The Agent's ’s Liens are validly created, perfectedperfected (other than (i) in respect of motor vehicles, (ii) the UK Real Property Collateral, and (iii) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 6.12, and subject only to the filing of financing statements and other foreign perfection filings), and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Credit Agreement (Bookham, Inc.)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower the Obligors of this Agreement and the Loan Documents to which it is they are a party have been duly authorized by all necessary action on the part of such Borrowerthe Obligors.
(b) The execution, delivery, and performance by each Borrower the Obligors of this Agreement and the Loan Documents to which it is they are a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrowerthe Obligors, the Governing Documents of any Borrowerthe Obligors, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrowerthe Obligors, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrowerthe Obligors, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrowerthe Obligors, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrowerthe Obligors if the failure to obtain such approval or consent reasonably could be expected to result in a Material Adverse Change.
(c) Other than the filing of financing statements, fixture filings, and the Mortgage, the execution, delivery, and performance by each Borrower the Obligors of this Agreement and the Loan Documents to which such Borrower is the Obligors are a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower is the Obligors are a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower the Obligors will be the legally valid and binding obligations of such Borrowerthe Obligors, enforceable against such Borrower the Obligors in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by Obligors to Agent, for the benefit of the Lender Group, in and to the Collateral are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any such Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's ’s interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect.
(c) Other than the filing of financing statements, and the recordation of the Mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The Agent's ’s Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each of Originator, Servicer, Parent and Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such BorrowerPerson.
(b) The execution, delivery, and performance by each of Originator, Servicer, Parent and Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrowersuch Person, the Governing Documents of any Borrowersuch Person, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrowersuch Person, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrowersuch Person, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders the holders of such Person’s Stock or any approval or consent of any Person under any material Indebtedness or other contractual obligation of any Borrowersuch Person, other than consents or approvals that have been obtained and that are still in force and effect.
(c) Other than the filing of financing statementsstatements and the recordation of the Mortgages, the execution, delivery, and performance by each of Originator, Servicer, Parent and Borrower of their respective obligations under this Agreement and the other Loan Documents to which such Borrower Person is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person, other than consents or approvals that have been obtained and that are still in force and effect.
(d) This Agreement and the other Loan Documents to which each any of Originator, Servicer, Parent and Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Person will be the legally valid and binding obligations of such BorrowerPerson, enforceable against such Borrower them in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The Agent's ’s Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (LEAF Equipment Finance Fund 4, L.P.)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of the Loan Parties of this Agreement and the Post-Petition Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowereach Loan Party.
(b) The Upon entry of the Financing Order, the execution, delivery, and performance by each Borrower Loan Party of this Agreement and the Post-Petition Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrowersuch Loan Party, the Governing Documents of any Borrowersuch Loan Party, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrowersuch Loan Party, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrowersuch Loan Party (other than the Indenture and the documents executed in connection therewith, the Securities Purchase Agreement and the Shareholders' Agreement), (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrowersuch Loan Party, other than Permitted Liens, or (iv) require any approval of any Borrowersuch Loan Party's interestholders interest holders or any approval or consent of any Person under any material contractual obligation of any Borrowersuch Loan Party.
(c) Other Upon entry of the Financing Order, other than the filing of financing statements, fixture filings, and Mortgages, the execution, delivery, and performance by each Borrower the Loan Parties of this Agreement and the Post-Petition Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This Agreement and the other Post-Petition Loan Documents to which each Borrower such Loan Party is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Loan Party will be the legally valid and binding obligations of such BorrowerLoan Party, enforceable against such Borrower Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Upon entry of the Financing Orders, the Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any BorrowerBorrower incurred after the Relief Date, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing entry of financing statementsthe Interim Order, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, including without limitation the Material Contracts, except defaults that are stayed by the Bankruptcy Court, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders interest holders or any approval or consent of any Person under any material contractual obligation of any Borrower, including without limitation the Material Contracts.
(c) Other than the filing entry of financing statementsthe Interim Order and the Final Order, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parentsuch Guarantor's interestholders interest holders or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor.
(h) The Other than the filing of Uniform Commercial Code financing statements, fixture filings and Mortgages, the execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent any Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (U Haul International Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary corporate action on the part of such Borrower.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrower.Borrower (except for the approvals of BA Technology I, LLC and GE Capital Equity Investments, Inc.
(c) Other than the filing of financing statementsstatements and the other actions contemplated in Section 3.1 that require actions by a Governmental Authority or other Person, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The AgentProvided that Lender files financing statements with the appropriate Governmental Authorities and the other actions contemplated in Section 3.1 that are required to be taken by Persons other than Borrower are taken, the Lender's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Interact Commerce Corp)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any BorrowerBorrower (including any of the Notes Documents), (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders ’s members or shareholders or any approval or consent of any Person under any material contractual obligation of any BorrowerBorrower (other than any approval that has been obtained and remains in full force and effect).
(c) Other than the filing of financing statements, the The execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which such Borrower is a party and the exercise by Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law) do not and will not require any LAW_US_W # 62188650.14 registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person, other than (i) the filing of financing statements, fixture filings, the Ship Mortgage and Mortgages and the execution and delivery by the applicable securities intermediary or bank of each Control Agreement, (ii) any consent or approval that has been obtained and remains in full force and effect and (iii) with respect to the exercise by Agent of any rights or remedies in respect of any Collateral, to the extent authorizations, consents or approvals are required by the applicable Gaming Authority or under any intellectual property license, contract or agreement and to the extent any actions are required to be performed by Agent.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Borrower, will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The Agent's ’s Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Peninsula Gaming, LLC)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower Obligor of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower Obligor of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations G, T, U, and X of the Federal Reserve Board) applicable to any Borrowersuch Obligor, the Governing Documents of any Borrowersuch Obligor, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrowersuch Obligor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any Borrowersuch Obligor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrowersuch Obligor, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrowersuch Obligor.
(c) Other than the filing of appropriate financing statements, fixture filings, and mortgages, the execution, delivery, and performance by each Borrower Obligor of this Agreement and the Loan Documents to which such Borrower Obligor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower Obligor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Obligor will be the legally valid and binding obligations of such BorrowerObligor, enforceable against such Borrower Obligor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generallyprinciples.
(e) The Agent's Liens granted by each Borrower to the Lender Group pursuant to the Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Neostar Retail Group Inc)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any such Borrower, the Governing Documents of any such Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any such Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of such Borrower (other than a conflict with, or breach of, the WFF Loan Documents arising during the continuance of an Event of Default solely as a result of Senior Administrative Agent electing pursuant to Section 2.4(d) of the WFF Credit Agreement that any Borrowerpayment to be otherwise paid to the Agent in accordance with Section 2.4(d) of the WFF Credit Agreement for application to the outstanding principal amount of the Term Loan B shall be applied in the manner set forth in Section 2.4(b)(i)(A) of the WFF Credit Agreement), (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any such Borrower, other than Permitted Liens, or (iv) require any approval of any of such Borrower's ’s interestholders or any approval or consent of any Person under any material contractual obligation of any such Borrower, other than consents or approvals that have been obtained and that are still in force and effect.
(c) Other than the filing of financing statementsstatements and intellectual property security agreements and any filings and registrations required to be made to perfect Agent’s Liens in investment property, and continuations thereof, and the recordation of the Mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.[Intentionally Omitted]
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Guarantor (other than a conflict with, or breach of, the WFF Loan Documents arising during the continuance of an Event of Default solely as a result of Senior Administrative Agent electing pursuant to Section 2.4(d) of the WFF Credit Agreement that any payment to be otherwise paid to the Agent in accordance with Section 2.4(d) of the WFF Credit Agreement for application to the outstanding principal amount of the Term Loan B shall be applied in the manner set forth in Section 2.4(b)(i)(A) of the WFF Credit Agreement), (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parent's such Guarantor’s interestholders or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor, other than consents or approvals that have been obtained and that are still in force and effect.
(h) The Other than the filing of financing statements and intellectual property security agreements and any filings and registrations required to be made to perfect Agent’s Liens in investment property, and continuations thereof, the execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(i) The Loan Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
Appears in 1 contract
Samples: Credit Agreement (Sitel Corp)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations G, T, U, and X of the Federal Reserve Board) applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrower, except to the extent such approval or consent has been obtained.
(c) Other than the filing of appropriate financing statements, fixture filings, and the Mortgage, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person, except for any necessary filings or reports required to be made to or with the Securities Exchange Commission.
(d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Except with respect to the perfection and priority of Liens on Inventory or Equipment located outside the United States, as to which this paragraph is not applicable, the Liens granted by Borrower to Foothill in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Oneita Industries Inc)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders members or shareholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing of financing statements, fixture filings, and Mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The AgentLender's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Peninsula Gaming Corp)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders ’s interest holders or any approval or consent of any Person under any material contractual obligation of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect.
(c) Other than the filing of financing statements, and the recordation of the Mortgage, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The Agent's ’s Liens are validly created, perfectedperfected (to the extent that perfection can be effected by the measures required to be taken under the Loan Documents for such purpose), and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The . As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any such Borrower, the Governing Documents of any such Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any such Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any such Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any such Borrower, other than Permitted Liens, or (iv) require any approval of any such Borrower's interestholders interest holders or any approval or consent of any Person under any material contractual obligation of any such Borrower.
(c) . Other than the filing of financing statements, fixture filings, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This . As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) . The AgentLender's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) . The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) such Guarantor. The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to ParentGuarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parentsuch Guarantor's interestholders interest holders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) such Guarantor. The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) . The Loan Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan Agreement (Synalloy Corp)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's ’s interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect.
(c) Other than the filing of financing statements, the recordation of the Mortgages, and other filings or actions necessary to perfect Liens granted to Agent in the Collateral, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(d) This Agreement and As to each Borrower, this Agreement, the other Loan Documents and the Merger Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The To the extent perfected by filing under the Code, possession or, recording with the United States Patent and Trademark Office and the United States Copyright Office, the Agent's ’s Liens are validly created, perfectedperfected (other than (i) in respect of motor vehicles and (ii) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 6.12, and subject only to the filing of financing statements), and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Credit Agreement (SoftBrands, Inc.)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations T, U, and X of the Federal Reserve Board) applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders shareholders or any approval or consent of any Person under any material contractual obligation of any BorrowerBorrower which has not been received.
(c) Other than the filing of appropriate financing statements, fixture filings, and mortgages and filings under the federal securities laws, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other PersonPerson which has not been filed, received or given.
(d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by Borrower to Agent (for the benefit of the Lender Group) in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing of financing statementsstatements and the recordation of the Mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The AgentLender's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parentsuch Guarantor's interestholders or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor, other than consents or approvals that have been obtained and that are still in force and effect.
(h) The Other than the filing of financing statements, the execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(i) The Loan Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations G, T, U, and X of the Federal Reserve Board) applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any Borrower, (iiiii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing of appropriate financing statementsstatements (and assignments thereof), fixture filings (and assignments thereof), and Mortgages (and assignments thereof), the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such BorrowerDebtor, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by Borrower to Foothill in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Mountasia Entertainment International Inc)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect.
(c) Other than the filing of financing statements, and the recordation of the Mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parentsuch Guarantor's interestholders or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor, other than consents or approvals that have been obtained and that are still in force and effect.
(h) The Other than the filing of financing statements and the recordation of the Mortgages, the execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(i) The Loan Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower Debtor of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower debtor of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, ,state, or local law or regulation (including Regulations G, T, U, and X of the Federal Reserve Board) applicable to any Borrowersuch Debtor, the Governing Documents of any Borrowersuch Debtor, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrowersuch Debtor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrowersuch Debtor, other than Permitted Liens, or (iviii) require any approval of any Borrower's interestholders or any approval or consent stockholders of any Person under any material contractual obligation of any BorrowerDebtor.
(c) Other than (i) the obtaining of the Bankruptcy Court Order, (ii) the taking of any other action expressly required under this Agreement and the Loan Documents, (iii) the taking of any required action with or by any state or local Governmental Authority that regulates the sale of alcoholic beverages or business franchises, and (iv) any required or appropriate filing of financing statementsor disclosure to the Securities and Exchange Commission or the New York Stock Exchange, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval ofapproval, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower Debtor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Debtor will be the legally valid and binding obligations of such BorrowerDebtor, enforceable against such Borrower Debtor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by each Debtor to Foothill in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Sizzler International Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations T, U, and X of the Federal Reserve Board) applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing of appropriate financing statements, fixture filings, and mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; provided that no representation or warranty is made in this paragraph with respect to the Deposit Account Security Agreement.
(e) The Agent's Liens granted by Borrower to Agent, for the benefit of the Lender Group, in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens; provided that no representation or warranty is made in this paragraph with respect to the Deposit Account Security Agreement.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (CTC Communications Corp)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each the Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary corporate or limited liability company action on the part of such the Borrower.
(b) The execution, delivery, and performance by each the Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrowerthe Borrower (including U.S. federal and state securities laws and regulations and the rules and regulations of the principal market or exchange on which the Common Stock is listed), the Governing Documents (including the certificate of designations of any outstanding series of preferred Stock) of the Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any the Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of the Borrower (including, without limitation, the Indenture, or any Borrowerdocument or agreement in respect of the Permitted Preferred Stock, after giving effect to any amendments executed and delivered on the Closing Date), (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any the Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any the Borrower.
(c) Other than the filing entry of financing statementsthe Interim Order, the execution, delivery, and performance by each the Borrower of this Agreement and the Loan Documents to which such the Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or any other Person.
(d) This As to the Borrower, this Agreement and the other Loan Documents to which each the Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such the Borrower will be the legally valid and binding obligations of such the Borrower, enforceable against such the Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generallyprinciples.
(e) The Agent's Liens granted by Borrower to Agent, for the benefit of the Lender Group, in and to its assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The executionExcept as required under the Securities Act, deliveryBorrower is not required to obtain any consent, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, stateauthorization, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach order of, or constitute (make any filing or registration with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority in order for it to execute, deliver, or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents perform any of its obligations under or contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent this Agreement in accordance with their respective termsthe terms hereof or thereof which consents, except as enforcement may be limited by equitable principles authorizations, orders, filings, and registrations have been obtained or by bankruptcy, insolvency, reorganization, moratorium, effected on or similar laws relating prior to or limiting creditors' rights generallythe date hereof.
Appears in 1 contract
Samples: Loan and Security Agreement (System Software Associates Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower Obligor of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such BorrowerObligor.
(b) The execution, delivery, and performance by each Borrower Obligor of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations T, U, and X of the Federal Reserve Board), applicable to any Borrowersuch Obligor, the Governing Documents of any Borrowersuch Obligor, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrowersuch Obligor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrowersuch Obligor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrowersuch Obligor, other than Permitted Liens, or (iv) except to the extent previously obtained, require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrowersuch Obligor.
(c) Other than the filing of financing statements, fixture filings, and Mortgages, the execution, delivery, and performance by each Borrower Obligor of this Agreement and the Loan Documents to which such Borrower Obligor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This Agreement and the other The Loan Documents to which each Borrower Obligor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Obligor will be the legally valid and binding obligations of such BorrowerObligor, enforceable against such Borrower Obligor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by Borrowers to Agent, for the benefit of the Lender Group, in and to its assets pursuant to this Agreement and the other Loan Documents are validly created, perfectedperfected (except where the lack of perfection is the result of the Agent's failure to file a financing statement, or to continue a financing statement once filed, or to continue possession of Collateral where the security interest therein is perfected through possession), and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The As to Parent and each Borrower, the execution, delivery, and performance by each Borrower such Person of this Agreement and the Loan Documents to which it is a party (including, without limitation, the notation of the Lien in favor of Agent on the certificates of title or ownership of the Rolling Stock of such Person) have been duly authorized by all necessary action on the part of such BorrowerPerson.
(b) The As to Parent and each Borrower, the execution, delivery, and performance by each Borrower such Person of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrowersuch Person, the Governing Documents of any Borrowersuch Person, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrowersuch Person, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation Material Contract of any Borrowersuch Person, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrowersuch Person, other than Permitted Liens, or (iv) require any approval of any Borrowersuch Person's interestholders or any approval or consent of any Person under any material contractual obligation Material Contract of any Borrowersuch Person.
(c) Other than the filing of financing statements, fixture filings, and Mortgages, the execution, delivery, and performance by Parent and each Borrower of this Agreement and the Loan Documents to which such Borrower Person is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This As to Parent and each Borrower, this Agreement and the other Loan Documents to which each Borrower such Person is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Person will be the legally valid and binding obligations of such BorrowerPerson, enforceable against such Borrower Person in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens are validly created, duly perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party (including, without limitation, the notation of the Lien in favor of Agent on the certificates of title or ownership of the Rolling Stock of such Guarantor) have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation Material Contract of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parentsuch Guarantor's interestholders or any approval or consent of any Person under any material contractual obligation Material Contract of Parentsuch Guarantor.
(h) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and by Borrower and each of its Subsidiaries of the other Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such BorrowerBorrower and its Subsidiaries.
(b) The execution, delivery, and performance by Borrower and each Borrower of its Subsidiaries of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Borrower or any Borrowerof its Subsidiaries, the Governing Documents of Borrower or any Borrowerof its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on Borrower or any Borrowerof its Subsidiaries, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Borrower or any Borrowerof its Subsidiaries, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Borrower or any Borrowerof its Subsidiaries, other than Permitted Liens, or (iv) require any approval of interestholders of Borrower or any Borrower's interestholders of its Subsidiaries or any approval or consent of any Person under any material contractual obligation of Borrower or any Borrowerof its Subsidiaries.
(c) Other than the filing of financing statements, fixture filings, and the recordation of the Mortgages, the execution, delivery, and performance by Borrower and each Borrower of its Subsidiaries of this Agreement and the other Loan Documents to which such Borrower it is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which Borrower and each Borrower of its Subsidiaries is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower and each of its Subsidiaries will be the legally valid and binding obligations of such BorrowerBorrower and its Subsidiaries, enforceable against Borrower and each such Borrower Subsidiary in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The Agent's ’s Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a1) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b2) The execution, delivery, and performance by each other Covenant Party of the Loan Documents to which it is a party have been duly authorized by all necessary corporate action.
(1) The execution, delivery, and performance by Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations G, T, U, and X of the Federal Reserve Board) applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation (including the BANX Documents and the Senior Notes Indenture) or material lease of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c2) The execution, delivery, and performance by each other Covenant Party of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations G, T, U, and X of the Federal Reserve Board) applicable to such Covenant Party, the Governing Documents of such Covenant Party, or any order, judgment, or decree of any court or other Governmental Authority binding on such Covenant Party, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any Covenant Party, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of such Covenant Party, other than Permitted Liens, or (iv) require any approval of stockholders or any approval or consent of any Person under any material contractual obligation of such Covenant Party.
(1) Other than the filing taking of financing statementsany action expressly required under this Agreement and the Loan Documents, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d2) Other than the taking of any action expressly required under this Agreement and the Loan Documents, the execution, delivery, and performance by each other Covenant Party of each of the Loan Documents to which it is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(1) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(2) The Loan Documents to which each other Covenant Party is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Covenant Party will be the legally valid and binding obligations of such Covenant Party, enforceable against such Covenant Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by Borrower to Agent, for the benefit of the Lender Group, in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Cai Wireless Systems Inc)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) subject to the entry of the Final Financing Order by the Bankruptcy Court violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any BorrowerBorrower other than defaults arising solely as a result of the commencement of the Chapter 11 Cases, the effect of which contravention will not be subject to Section 362 of the Bankruptcy Code, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing of financing statements, fixture filings, and Mortgages and the entry of the Final Financing Order, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower and upon the entry of the Final Financing Order will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Upon entry of the Final Financing Order, as applicable, the provisions of the Loan Documents executed by the Borrowers are sufficient to create valid Liens are validly createdin favor of Agent on behalf of the Lenders which, perfectedpursuant to Section 364 of the Bankruptcy Code and the Orders, will be perfected and first priority Liens, subject only to the Permitted Liens.
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, provincial or local law or regulation applicable to ParentGuarantor, the Governing Documents of ParentGuarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on ParentGuarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of ParentGuarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of ParentGuarantor, other than Permitted Liens, or (iv) require any approval of ParentGuarantor's interestholders or any approval or consent of any Person under any material contractual obligation of ParentGuarantor.
(h) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Advanced Lighting Technologies Inc)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing of financing statements, fixture filings, and Mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by the effects of bankruptcy, insolvency, reorganization, moratorium, or moratorium and other similar laws relating to or limiting affecting creditors' rights generally.
(e) The Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to ParentGuarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parentsuch Guarantor's interestholders or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor.
(h) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by the effects of bankruptcy, insolvency, reorganization, moratorium, or moratorium and other similar laws relating to or limiting affecting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement Agreement, the other Loan Documents and the Loan other Transaction Documents to which it is a party have been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Stock required by law or by any applicable corporate or other organizational documents) on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement Agreement, the other Loan Documents and the Loan other Transaction Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any BorrowerMaterial Contract, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any such Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation Material Contract of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect.
(c) Other than the filing of financing statements, the filings contemplated by the Merger Documents, the filing of a notice on form 8-K with the SEC regarding this transaction and filings with the NASDAQ in connection with the issuance of shares contemplated by the Transactions, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents and the other Transaction Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Person.approvals that have been obtained and that are still in force and effect, and any applicable waiting period under applicable law (including, with respect to the Alliance Merger, the Hart-Scott-Rodino Act) has expired or been terminated in accordance xxxx xxxx xxx..
(d) This Agreement and As to each Borrower, this Agreement, the other Loan Documents and the other Transaction Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Collateral Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents and any other Transaction Document to which it is a party have been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Stock required by law or by any applicable corporate or other organizational documents) on the part of Parentsuch Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents and the other Transaction Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation Material Contract of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parentsuch Guarantor's interestholders or any approval or consent of any Person under any material contractual obligation Material Contract of Parentsuch Guarantor, other than consents or approvals that have been obtained and that are still in force and effect.
(h) The Other than the filing of financing statements, the execution, delivery, and performance by Parent each Guarantor of the Loan Documents and the other Transaction Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Person.approvals that have been obtained and that are still in force and effect, and any applicable waiting period under applicable law (including, with respect to the Alliance Merger, the Hart-Scott-Rodino Act) has expired or been terminated in accordance xxxx xxxx xxx..
(i) The Loan Documents and the other Transaction Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary corporate action.
(c) The execution, delivery, and performance by Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations G, T, U, and X of the Federal Reserve Board) applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(cd) The execution, delivery, and performance by each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of the laws and regulations applicable to such Guarantor, the Governing Documents of such Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on such Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of such Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of such Guarantor, other than Permitted Liens, or (iv) require any approval of stockholders or any approval or consent of any Person under any material contractual obligation of such Guarantor.
(e) Other than the filing of appropriate financing statements, the Patent Security Agreement, the Trademark Security Agreement, and the Copyright Security Agreement, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(df) Other than the filing of appropriate financing statements and the applicable Required Foreign Security Documents, the execution, delivery, and performance by any Guarantor of and the Loan Documents to which such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(g) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(eh) The Agent's Liens are validly createdAs to each Guarantor, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent such Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(i) The Liens granted by Borrower to Foothill in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(j) As to each Guarantor, the Liens granted by such Guarantor to Foothill in and to its properties and assets pursuant to the Loan Documents to which it is a party are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
Appears in 1 contract
Samples: Loan and Security Agreement (Computervision Corp /De/)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower Obligor of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such BorrowerObligor.
(b) The execution, delivery, and performance by each Borrower Obligor of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrowersuch Obligor, the Governing Documents of any Borrowersuch Obligor, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrowersuch Obligor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrowersuch Obligor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets Assets of any Borrowersuch Obligor, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrowersuch Obligor.
(c) Other than the filing of financing statements, fixture filings, and the Copyright Security Agreement, the execution, delivery, and performance by each Borrower Obligor of this Agreement and the Loan Documents to which such Borrower Obligor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This Agreement and the other The Loan Documents to which each Borrower Obligor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Obligor will be the legally valid and binding obligations of such BorrowerObligor, enforceable against such Borrower Obligor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Liens granted by the Obligors to Agent's Liens , for the benefit of the Lender Group, in and to their Assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of Liens which are specifically identified on Schedule P-1 to the Disclosure Letter as being entitled to have priority over the Liens granted to Agent under the Loan Documents and Liens to which it is a party have been duly authorized by all necessary action on the part of Parentsecure Permitted Purchase Money Indebtedness.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (3do Co)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary corporate action.
(c) The execution, delivery, and performance by Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations T, U, and X of the Federal Reserve Board) applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrower, except for ones that have been obtained.
(cd) The execution, delivery, and performance by each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of the laws and regulations applicable to such Guarantor, the Governing Documents of such Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on such Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of such Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of such Guarantor, other than Permitted Liens, or (iv) require any approval of stockholders or any approval or consent of any Person under any material contractual obligation of such Guarantor, except for ones that have been obtained.
(e) Other than the filing of appropriate financing statements, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(df) Other than the filing of appropriate financing statements and the applicable Guarantor Security Documents, the execution, delivery, and performance by any Guarantor of the Loan Documents to which such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(g) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(eh) The Agent's Liens are validly createdAs to each Guarantor, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent such Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(i) The Liens granted by Borrower to Foothill in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and (subject to the Intercreditor Agreement) first priority Liens, subject only to Permitted Liens.
(j) The Foothill Group Agent's Liens and the Foothill Group Agent's Bridge Term Loan Liens granted by Borrower to Foothill Group Agent, for the benefit of the Foothill Group, in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and (subject to the Intercreditor Agreement) first priority Liens, subject only to Permitted Liens.
(k) As to each Guarantor, the Liens granted by such Guarantor to Foothill Group Agent, for the benefit of Foothill Group in and to its properties and assets pursuant to the Loan Documents to which it is a party are validly created, perfected, and (subject to the Intercreditor Agreement) first priority Liens, subject only to Permitted Liens.
Appears in 1 contract
Due Authorization; No Conflict. (ai) The execution, delivery, and performance by each Borrower Loan Party of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(bii) The execution, delivery, and performance by each Borrower Loan Party of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, foreign or local law or regulation (including Regulations T, U, and X of the Federal Reserve Board) applicable to any Borrowersuch Loan Party, the Governing Documents of any Borrowereach Loan Party, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrowersuch Loan Party, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any Borrowersuch Loan Party, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrowersuch Loan Party, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrowersuch Loan Party, except for ones that have been obtained.
(ciii) Other than the filing of appropriate financing statementsstatements and the filing of certain Loan Documents with the appropriate foreign Governmental Authorities, the execution, delivery, and performance by each Borrower Loan Party of this Agreement and the Loan Documents to which such Borrower Loan Party is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(div) This Agreement The Agent's Liens granted by the Loan Parties to the Agent, for the benefit of the Banks, in and to their properties and assets and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens are validly created, perfected, and (subject to the Intercreditor Agreement) first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of . To the Loan Documents extent that any Liens were granted to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.Agent for the
Appears in 1 contract
Samples: Credit Agreement (Stormedia Inc)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under having a material adverse effect with respect to any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing of financing statements, the The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consentconsent (other than such consent that has already been obtained), or approval of, or notice to, or other action with or by, any Governmental Authority or other Person, except for (i) the filing of financing statements, fixture filings, and Mortgages and (ii) with respect to the Specific Gaming Laws, the notices (and, if requested by the applicable Governmental Authority, such further information) required to be delivered by the Casino Entities thereunder and such potential approval requirements as may arise after the date hereof based on the rights of the applicable Governmental Authorities thereunder to invalidate or require modifications of contracts entered into in violation of applicable Gaming Laws (based upon considerations set forth in the Specific Gaming Law as they may pertain to Lender), all of which notices (and any further information relating thereto having been requested by any applicable Governmental Authority) have been, as of the Closing Date and any date thereafter on which the representations herein are tested or restated, delivered to the applicable Governmental Authorities.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, in each case (i) except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally, and (ii) subject to the rights of applicable Governmental Authorities (to require the modification or invalidation -35- of any Loan Document) under the Specific Gaming Laws based upon considerations set forth therein as they may pertain to Lender (it being understood that in no event shall any provision of this Agreement be deemed a consent by Lender to any exercise of such rights by any applicable Governmental Authority).
(e) The AgentLender's Liens are or will be (as of the Closing Date and the date of each Advance) validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of ParentGuarantor.
(g) The execution, delivery, and performance by Parent Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to ParentGuarantor, the Governing Documents of ParentGuarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on ParentGuarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of ParentGuarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of ParentGuarantor, other than Permitted Liens, or (iv) require any approval of ParentGuarantor's interestholders or any approval or consent of any Person under any material contractual obligation of ParentGuarantor (other than such consent that has already been obtained).
(h) The execution, delivery, and performance by Parent Guarantor of the Loan Documents to which Parent Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent Guarantor will be the legally valid and binding obligations of ParentGuarantor, enforceable against Parent Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing of financing statementsstatements and fixture filings, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens are validly created, perfectedperfected (to the extent that perfection can be effected by the measures required to be taken under the Loan Documents for such purpose), and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Silicon Graphics Inc /Ca/)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower Company of this Agreement and the Loan Documents to which it such Company is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower Company of this Agreement and the Loan Documents to which it such Company is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations T, U, and X of the Federal Reserve Board) applicable to any Borrowersuch Company, the Governing Documents of any Borrowersuch Company, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrowersuch Company, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any BorrowerMaterial Contract, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrowersuch Company, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation Material Contract (except as may be required under the Assignment of any BorrowerClaims Act).
(c) Other than the filing of appropriate financing statements, fixture filings, Assignment of Claims Act Notices and mortgages, the execution, delivery, and performance by each Borrower Company of this Agreement and the Loan Documents to which such Borrower each Company is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower Company is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Company will be the legally valid and binding obligations of such BorrowerCompany, enforceable against such Borrower Company in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by each Company to Administrative Agent (for the benefit of Lender Group) in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The executionNo Company has been notified by any Account Debtor, deliveryGovernmental Authority or instrumentality, and performance accreditation agency or any other Person, during the immediately preceding 24-month period, that such party has rescinded or not renewed, or intends to rescind or not renew, any such permit, license, accreditation, certification, authorization, approval, consent or agreement granted by Parent of the Loan Documents it to such Company or to which it is a party have been duly authorized by all necessary action on and such Company are parties where such event would affect the part of Parent.
(g) The execution, delivery, and performance by Parent collectibility or enforceability of the Loan Documents to which it is Accounts or cause a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, Material Adverse Change in the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent operation of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other PersonCompanies.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Icf Kaiser International Inc)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing of financing statements, fixture filings, and Mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of ParentGuarantor.
(g) The execution, delivery, and performance by Parent Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to ParentGuarantor, the Governing Documents of ParentGuarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on ParentGuarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of ParentGuarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of ParentGuarantor, other than Permitted Liens, or (iv) require any approval of ParentGuarantor's interestholders or any approval or consent of any Person under any material contractual obligation of ParentGuarantor.
(h) The execution, delivery, and performance by Parent Guarantor of the Loan Documents to which Parent Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent Guarantor will be the legally valid and binding obligations of ParentGuarantor, enforceable against Parent Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations T, U, and X of the Federal Reserve Board) applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing of financing statements, the The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan Agreement (Ess Technology Inc)
Due Authorization; No Conflict. (a) The Subject to the entry by the Bankruptcy Court of the Interim Order or the Final Order, as applicable, as to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party and the transactions contemplated hereby are within the corporate (or other equivalent company) authority of such Borrower and have been duly authorized by all necessary action on the part of such Borrower.
(b) The Subject to the entry by the Bankruptcy Court of the Interim Order or the Final Order, as applicable, as to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, the Orders or any unstayed order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any post-petition material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders ’s interest holders or any approval or consent of any Person under any post-petition material contractual obligation of any Borrower.
(c) Other than the filing entry of financing statementsthe Interim Order or the Final Order, as applicable, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Borrower, and upon entry of the Interim Order or the Final Order, as applicable, will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvencyfraudulent conveyance, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The Agent’s Liens are validly created, and upon entry of the Interim Order or the Final Order, as applicable, will be perfected, and first priority Liens, subject only to Permitted Liens. Except as set forth on Schedule 6.9, the Collateral and the Agent’s rights with respect to the Collateral are not subject to any setoff, claims, withholdings or other defenses, other than the right of setoff provided hereunder and claims arising in the ordinary course of business consistent with past practices.
Appears in 1 contract
Samples: Loan and Security Agreement (Ultimate Electronics Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower Credit Party of this Agreement and the Loan Documents to which it is a party have been duly duty authorized by all necessary action on the part of such the Borrower.
(b) The execution, delivery, and performance by each Borrower Credit Party of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrowersuch Credit Party, the Governing Documents of any Borrowersuch Credit Party, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrowersuch Credit Party, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrowersuch Credit Party, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrowersuch Credit Party, other than Permitted Liens, or (iv) except as set forth on Schedule 5.7, require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrowersuch Credit Party.
(c) Other than the filing taking of financing statements, any action expressly required under this Agreement and the other Loan Documents and except as set forth on Schedule 5.7 the execution, delivery, and performance by each Borrower Credit Party of this Agreement and the Loan Documents to which such Borrower Credit Party is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower Credit Party is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Credit Party will be the legally valid and binding obligations of such BorrowerCredit Party, enforceable against such Borrower Credit Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Upon the filing of a financing statement in each filing office in which the chief executive office of each of the Credit Parties is located, including but not limited to the Tennessee Secretary of State's office, the Agent's Liens granted by each Credit Party to the Agent, for the benefit of the Lender Group, in and to its Accounts, General Intangibles, and Investment Property are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Corrections Corp of America/Md)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect.
(c) Other than the filing of financing statements, and the recordation of the Mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The AgentLender's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parentsuch Guarantor's interestholders or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor, other than consents or approvals that have been obtained and that are still in force and effect.
(h) The Other than the filing of financing statements and the recordation of the Mortgages, the execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(i) The Loan Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Credit Agreement (Cryolife Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations G, T, U, and X of the Federal Reserve Board) applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing of appropriate financing statements, fixture filings, and the Mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by Borrower to Agent (for the benefit of the Lender Group) and the Lenders in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower Loan Party of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower Loan Party of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, provincial or local law or regulation (including Regulations G, T, U, and X of the Federal Reserve Board) applicable to any Borrowersuch Loan Party, the Governing Documents of any Borrowersuch Loan Party, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrowersuch Loan Party, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any Borrowersuch Loan Party, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrowersuch Loan Party, other than 61 Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrowersuch Loan Party.
(c) Other than the filing of appropriate financing statements, fixture filings, and mortgages, the execution, delivery, and performance by each Borrower Loan Party of this Agreement and the Loan Documents to which such Borrower Loan Party is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other The Loan Documents to which each Borrower Loan Party is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Loan Party will be the legally valid and binding obligations of such BorrowerLoan Party, enforceable against such Borrower Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Except as provided in Schedule 5.9, the Liens granted by each Loan Party to Agent (for the benefit of the Lender Group) in and to its properties and assets pursuant to the Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower and its Subsidiaries of this Agreement and the Loan Documents to which it is they are a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower and its Subsidiaries of this Agreement and the Loan Documents to which it is they are a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Borrower or any Borrowersuch Subsidiary, the Governing Documents of Borrower or any Borrowersuch Subsidiary, or any order, judgment, or decree of any court or other Governmental Authority binding on Borrower or any Borrowersuch Subsidiary, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of Borrower or any Borrowersuch Subsidiary, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Borrower or any Borrowersuch Subsidiary, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of Borrower or any Borrowersuch Subsidiary.
(c) Other than the filing of appropriate financing statements, fixture filings, and mortgages, the execution, delivery, and performance by each Borrower and its Subsidiaries of this Agreement and the Loan Documents to which such Borrower is they are a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower is and its Subsidiaries are a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower and its Subsidiaries will be the legally valid and binding obligations of such BorrowerBorrower and its Subsidiaries party thereto, enforceable against such Borrower and its Subsidiaries as applicable in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganizationreorganiza-tion, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by Borrower and any of its Subsidiaries to Foothill in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Concurrent Computer Corp/De)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations G, T, U, and X of the Federal Reserve Board) applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing taking of financing statementsany action expressly required under this Agreement and the other Loan Documents, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Borrower, will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by Borrower to Agent, for the benefit of the Lender Group, in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfectedperfected (except to the extent: (i) the Lender Group has failed to file or continue any required UCC-1 financing statements; (ii) the Lender Group does not have in its possession or control the original of any letter of credit issued to Borrower; or (iii) by the terms of this Agreement, registrations and filings with respect to the IP Collateral are not yet required), and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Aureal Semiconductor Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Subsidiary Borrower of this Agreement and the Subsidiary Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Subsidiary Borrower.
(b) The execution, delivery, and performance by each Subsidiary Borrower of this Agreement and the Subsidiary Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Subsidiary Borrower, the Governing Documents of any Subsidiary Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Subsidiary Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Subsidiary Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Subsidiary Borrower, other than Permitted Liens, or (iv) require any approval of any Subsidiary Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of any Subsidiary Borrower.
(c) Other than the filing of financing statementsstatements and fixture filings, certain of the Subsidiary Loan Documents with the SEC, filings with the registrar of Companies House in the United Kingdom, the execution, delivery, and performance by each Subsidiary Borrower of this Agreement and the Subsidiary Loan Documents to which such Subsidiary Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This Agreement and the other Subsidiary Loan Documents to which each Subsidiary Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Subsidiary Borrower will be the legally valid and binding obligations of such Subsidiary Borrower, enforceable against such Subsidiary Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The AgentLender's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The As to each Guarantor, the execution, delivery, and performance by Parent such Guarantor of the Subsidiary Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The As to each Guarantor, the execution, delivery, and performance by Parent such Guarantor of the Subsidiary Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parentsuch Guarantor's interestholders or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor.
(h) The As to each Guarantor, the execution, delivery, and performance by Parent such Guarantor of the Subsidiary Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The . As to each Guarantor, the Subsidiary Loan Documents to which Parent such Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan Agreement (Futurelink Corp)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each Borrower such Person of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such BorrowerPerson.
(b) The As to each Borrower, the execution, delivery, and performance by each Borrower such Person of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrowersuch Person, the Governing Documents of any Borrowersuch Person, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrowersuch Person, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation Material Contract of any Borrowersuch Person, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrowersuch Person, other than Permitted Liens, or (iv) require any approval of any Borrowersuch Person's interestholders or any approval or consent of any Person under any material contractual obligation Material Contract of any Borrowersuch Person.
(c) Other than the filing of financing statements, fixture filings, and Mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower Person is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each Borrower such Person is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Person will be the legally valid and binding obligations of such BorrowerPerson, enforceable against such Borrower Person in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens are validly created, duly perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation Material Contract of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parentsuch Guarantor's interestholders or any approval or consent of any Person under any material contractual obligation Material Contract of Parentsuch Guarantor.
(h) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations T, U, and X of the Federal Reserve Board) applicable to any such Borrower, the Governing Documents of any such Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any such Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any such Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any such Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any such Borrower.
(c) Other than the filing of appropriate financing statements, fixture filings, and mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each any Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by each Borrower to Foothill in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Digital Generation Systems Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations T, U, and X of the Federal Reserve Board) applicable to any such Borrower, the Governing Documents of any such Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any such Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any such Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any such Borrower, other than Permitted Liens, or (iv) require iv)require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any such Borrower.
(c) Other than the filing of appropriate financing statements, fixture filings, and mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each any Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by each Borrower to Foothill in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Allied Healthcare Products Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary corporate action on the part of such Borrower.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations T, U, and X of the Federal Reserve Board) applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing of appropriate financing statements, fixture filings, and Mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by Borrower to Bank in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (California Amplifier Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations T, U, and X of the Federal Reserve Board) applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borroweror material lease to which Borrower is a party, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any BorrowerBorrower other than those already obtained.
(c) Other than the filing of appropriate financing statements, fixture filings, certificates of title and Mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Schedule 1, Pg. 00 00 xxxxxxx, xxxxx, xxxxxxx, xx other Governmental Authority or other PersonPerson that has not been obtained.
(d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by Borrower to Agent (for the benefit of the Lender Group) in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Vermont Transit Co Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations T, U, and X of the Federal Reserve Board) applicable to any such Borrower, the Governing Documents of any such Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any such Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any such Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any such Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any such Borrower.
(c) Other than the filing of appropriate financing statements, fixture filings, and mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each any Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Borrower, will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by each Borrower to Foothill in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations G, T, U, and X of the Federal Reserve Board) applicable to any such Borrower, the Governing Documents of any such Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any such Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any such Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any such Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any such Borrower.
(c) Other than the filing of appropriate financing statements, fixture filings, and mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by each Borrower to Foothill in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Effective Management Systems Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower Obligor of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such BorrowerObligor.
(b) The execution, delivery, and performance by each Borrower Obligor of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrowersuch Obligor, the Governing Documents of any Borrowersuch Obligor, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrowersuch Obligor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrowersuch Obligor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrowersuch Obligor, other than Permitted Liens, or (iv) require any approval of any Borrowersuch Obligor's interestholders or any approval or consent of any Person under any material contractual obligation of any Borrowersuch Obligor.
(c) Other than the filing of financing statements, fixture filings, and Mortgages, obtaining the Requisite Approvals, and the delivery to an agent of the Lender in the State of Nevada pursuant to the Stock Pledge Agreement of the certificates evidencing issuance to Borrower of the outstanding Equity Interests of Mikohn Nevada and MGC, the execution, delivery, and performance by each Borrower Obligor of this Agreement and the Loan Documents to which such Borrower Obligor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower Obligor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Obligor will be the legally valid and binding obligations of such BorrowerObligor, enforceable against such Borrower Obligor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The AgentLender's Liens on all Collateral (other than unregistered Copyrights) are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents . As to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentunregistered Copyrights, the Governing Documents of ParentLender's Liens are validly created Liens, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than subject only to Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders ’s members or shareholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing of financing statements, fixture filings, and Mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The Agent's Lender’s Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Old Evangeline Downs Capital Corp)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's ’s interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect.
(c) Other than the filing of financing statements, the recordation of the Mortgages, and other filings or actions necessary to perfect Liens granted to Agent in the Collateral, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The Agent's ’s Liens are validly created, perfectedperfected (other than (i) in respect of motor vehicles and (ii) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Sections 3.6(d) and 6.12, and subject only to the filing of financing statements, the recordation of the Mortgages and filings with the U.S. Patent and Trademark Office), and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parent's such Guarantor’s interestholders or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor, other than consents or approvals that have been obtained and that are still in force and effect.
(h) The Other than the filing of financing statements and the recordation of the Mortgages, and other filings or actions necessary to perfect Liens granted to Agent in the Collateral, the execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(i) The Loan Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any such Borrower, the Governing Documents of any such Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any such Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any such Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any such Borrower, other than Permitted Liens, or (iv) require any approval of any such Borrower's interestholders except the approval of its General Partner or any approval or consent of any Person under any material contractual obligation of any such Borrower.
(c) Other than the filing of financing statements, fixture filings, and the Deed of Trust, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations Obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The AgentLender's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parenteach Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parentsuch Guarantor's interestholders except the approval of a General Partner or Manager, as applicable or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor.
(h) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which Parent it is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent each Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The Subject to the approval of the Bankruptcy Court pursuant to the Orders, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any such Borrower, the Governing Documents of any such Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any such Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation Material Contract of any such Borrower, except defaults that are stayed by the Bankruptcy Court, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any such Borrower, other than Permitted Liens, or (iv) require any approval of any such Borrower's interestholders or any approval or consent of any Person under any material contractual obligation Material Contract of such Borrower except for approvals or consents where any Borroweraction that may be taken as a result of the failure to obtain such approval or consent is stayed by the Bankruptcy Court.
(c) Other than the filing of financing statements, fixture filings, and Mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such any Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other PersonPerson except for the approval of the Bankruptcy Court pursuant to the Orders.
(d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating subject to or limiting creditors' rights generallythe approval of the Bankruptcy Court pursuant to the Orders.
(e) The Subject to the approval of the Bankruptcy Court pursuant to the Orders, the Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted LiensPriority Liens and Carve-Out Expenses having a priority over the Obligations to the extent set forth in the definition of Agreed Administrative Expense Priorities.
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation Material Contract of ParentGuarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of ParentGuarantor, other than Permitted Liens, or (iv) require any approval of ParentGuarantor's interestholders or any approval or consent of any Person under any material contractual obligation Material Contract of ParentGuarantor.
(h) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person, other than the filings referred to in subsection (c) of this Section 5.9.
(i) The Loan Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Dairy Mart Convenience Stores Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations T, U, and X of the Federal Reserve Board) applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing taking of financing statementsany action expressly required under this Agreement and the Loan Documents, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens granted by Borrower to Agent, for the benefit of the Lender Group, in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Employee Solutions Inc)
Due Authorization; No Conflict. (a) The As to each Company, the execution, delivery, and performance by each Borrower such Company of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such BorrowerCompany.
(b) The As to each Company, the execution, delivery, and performance by each Borrower such Company of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any BorrowerCompany, the Governing Documents of any BorrowerCompany, or any order, judgment, or decree of any court or other Governmental Authority binding on any BorrowerCompany, which violation could reasonably be expected to result in a Material Adverse Change, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any BorrowerCompany, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any BorrowerCompany, other than Permitted Liens, or (iv) require any approval of any BorrowerCompany's interestholders or any approval or consent of any Person under any material contractual obligation of any BorrowerCompany other than those that have been obtained.
(c) Other than the filing of financing statementsstatements and fixture filings, the execution, delivery, and performance by each Borrower Company of this Agreement and the Loan Documents to which such Borrower Company is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This As to each Company, this Agreement and the other Loan Documents to which each Borrower such Company is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower Company will be the legally valid and binding obligations of such BorrowerCompany, enforceable against such Borrower Company in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Upon the filing of financing statements (and with respect to fixtures only, fixture filings) in the appropriate filing offices of the relevant jurisdictions, Agent's Liens are shall be validly created, perfected, and first priority Liens, subject only to Permitted Liens, to the extent that Agent's Liens can be perfected by the filing of a financing statement.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Alpine Group Inc /De/)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower, other than in the case of clause (iii) and (iv), consents or approvals that have been obtained and that are still in force and effect.
(c) Other than the filing of financing statements, the recordation of the Mortgages, the filings required with the Patent & Trademark Office and any consents required in foreign jurisdictions as a matter of applicable law with respect to the stock pledges of the equity interests in the Non-Obligors, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parentsuch Guarantor's interestholders or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor, other than in the case of clause (iii) and (iv), consents or approvals that have been obtained and that are still in force and effect.
(h) The Other than the filing of financing statements, the recordation of the Mortgages, the filings required with the Patent & Trademark Office and any consents required in foreign jurisdictions as a matter of applicable law with respect to the stock pledges of the equity interests in the Non-Obligors, the execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(i) The Loan Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Phibro Animal Health Corp)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) (other than those that have been obtained and are in force and effect or those that are required from holders of Permitted Liens in order to permit Lender to obtain a junior security interest in the collateral that is the subject of such holder's Permitted Liens) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing of financing statements, fixture filings, and certain of the Loan Documents with the SEC, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This As to each Borrower, this Agreement and the other Loan Documents to which each such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The AgentLender's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The As to each Canadian Obligor, the execution, delivery, and performance by Parent such Canadian Obligor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Canadian Obligor.
(g) The As to each Canadian Obligor, the execution, delivery, and performance by Parent such Canadian Obligor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Canadian Obligor, the Governing Documents of Parentsuch Canadian Obligor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Canadian Obligor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Canadian Obligor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Canadian Obligor, other than Permitted Liens, or (iv) require any approval of Parentsuch Canadian Obligor's interestholders or any approval or consent of any Person under any material contractual obligation of Parentsuch Canadian Obligor.
(h) The As to each Canadian Obligor, the execution, delivery, and performance by Parent such Canadian Obligor of the Loan Documents to which Parent such Canadian Obligor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The As to each Canadian Obligor, the Loan Documents to which Parent such Canadian Obligor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Canadian Obligor will be the legally valid and binding obligations of Parentsuch Canadian Obligor, enforceable against Parent such Canadian Obligor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have has been duly authorized by all necessary action on the part of such Borrower.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do does not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation contract of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders ’s interest holders or any approval or consent of any Person under any material contractual obligation contract of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect.
(c) Other than the filing of financing statements, the The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do does not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or approvals that have been obtained and that are still in force and effect, or are related to compliance with Applicable Laws relating to the issuance of the Issued Shares as contemplated herein or with respect to other Personsecurities law requirements of BDIC.
(d) This Agreement and Agreement, the other Loan Documents to which each Borrower is a partyDocuments, and all other documents documents, instruments, certificates and agreements contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with its and their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect relating to or limiting creditors' ’ rights generally.
(e) The Agent's Liens are Security Interest is validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (Blow & Drive Interlock Corp)
Due Authorization; No Conflict. (a) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower and such Borrower, subject to the entry and terms of the Bankruptcy Court Orders, has full power and authority to own and hold under lease its property and to conduct its business substantially as currently conducted by it.
(b) The As to each Borrower, the execution, delivery, and performance by each such Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation Material Contract of any Borrower (other than defaults arising solely by virtue of the filing of the Chapter 11 Cases) or require any approval or consent of any Person under any Material Contract of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect or which, if not obtained, would not result in a Material Adverse Change since the Filing Date, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower’s equityholders, other than approvals that have been obtained and that are still in force and effect.
(c) Other than Except for the Final Bankruptcy Court Order, no authorization, approval or other action by, and no notice to or filing of financing statementswith, any Governmental Authority is required for (i) the execution, delivery, delivery and performance by each Borrower Loan Party of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which it is a party, (ii) the pledge or grant by the Loan Parties of the Liens created in favor of Agent, Bank Product Providers and the Lenders pursuant to this Agreement or any of the Loan Documents or (iii) the exercise by Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to this Agreement, any of the Loan Documents or created or provided for by applicable law), except as may be required, in connection with the disposition of any pledged Collateral, by laws generally affecting the offering and sale of securities.
(d) Subject to the entry of the Bankruptcy Court Orders, as to each Borrower, this Agreement and the other Loan Documents to which such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.[Intentionally Deleted]
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor and each Guarantor, subject to the entry and terms of the Bankruptcy Court Orders, has full power and authority to own and hold under lease its property and to conduct its business substantially as currently conducted by it.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parentsuch Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation Material Contract of Parentsuch Guarantor (other than with respect to defaults arising solely by virtue of the filing of the Chapter 11 Cases) or require any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect, or which, if not obtained, would not result in a Material Adverse Change since the Filing Date, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor’s equityholders other than approvals that have been obtained and that are still in force and effect.
(h) The Except for the Bankruptcy Court Orders, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority is required for (i) the execution, delivery, delivery and performance by Parent each Guarantor of this Agreement and the other Loan Documents to which such Guarantor is a party, (ii) the pledge or grant by each Guarantor or any or its Subsidiaries of the Liens created in favor of Agent, Bank Product Providers and the Lenders pursuant to this Agreement or any of the Loan Documents or (iii) the exercise by Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to this Agreement, any of the Loan Documents or created or provided for by applicable law), except as may be required, in connection with the disposition of any pledged Collateral, by laws generally affecting the offering and sale of securities.
(i) Subject to the entry of the Bankruptcy Court Orders, the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(j) No Default or Event of Default exists.
Appears in 1 contract
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other Except as set forth on Schedule 5.9(c) and other than the filing of appropriate financing statements, filings or registrations in the United States Patent and Trademark Office and the equivalent foreign filings and registrations, fixture filings, mortgages and compliance with the Assignment of Claims Act or any state or foreign statutory equivalent, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each a Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such a Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Upon the filing of appropriate financing statements, filings or registrations in the United States Patent and Trademark Office and the equivalent foreign filings and registrations, fixture filings and mortgages, and upon delivery to the Agent of the Pledged Collateral (as defined in the respective Pledge Agreements), the Liens granted by each Borrower to Agent for the benefit of the Lender Group in and to its properties and assets pursuant to this Agreement and the other Loan Documents are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (General Datacomm Industries Inc)
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate (A) in any material manner any provision of federal, state, or local law or regulation applicable to any Borrower, (B) the Governing Documents of any Borrower, or (C) any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect.
(c) Other than (i) the filing of financing statements, (ii) any recording of the Copyright Security Agreement in the United States Copyright Office (or any other appropriate government agencies in foreign jurisdictions or in any court) or the recording of the Patent Security Agreement and the Trademark Security Agreement in the United States Patent and Trademark Office (or any other appropriate government agencies in foreign jurisdictions or in any court), and (iii) the recordation of the Mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(d) This Agreement and Agreement, the other Loan Documents, the Acquisition Documents and the Merger Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate (A) in any material manner any provision of federal, state, or local law or regulation applicable to Parentsuch Guarantor, (B) the Governing Documents of Parentsuch Guarantor, or (C) any order, judgment, or decree of any court or other Governmental Authority binding on Parentsuch Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parentsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted Liens, or (iv) require any approval of Parentsuch Guarantor's interestholders or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor, other than consents or approvals that have been obtained and that are still in force and effect.
(h) The Other than (i) the filing of financing statements, (ii) any recording of the Copyright Security Agreement in the United States Copyright Office (or any other appropriate government agencies in foreign jurisdictions or in any court) or the recording of the Patent Security Agreement and the Trademark Security Agreement in the United States Patent and Trademark Office (or any other appropriate government agencies in foreign jurisdictions or in any court), and (iii) the recordation of the Mortgages, the execution, delivery, and performance by Parent each Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority Authority, other than consents or other Personapprovals that have been obtained and that are still in force and effect.
(i) The Loan Documents, the Acquisition Documents and the Merger Documents to which Parent each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the legally valid and binding obligations of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Loan and Security Agreement (eTelecare Global Solutions, Inc.)
Due Authorization; No Conflict. (a) Borrower has full corporate power and authority to execute and deliver this Agreement and each other Loan Document to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery, delivery and performance by each Borrower of this Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.
(b) The execution, delivery, delivery and performance by each Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local any law or regulation applicable to any Borrower, the Governing Documents of any Borrower, Borrower or any order, judgment, judgment or decree of any court or other Governmental Authority binding on any BorrowerBorrower or its properties or assets, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under under, any material contractual obligation of Borrower (including, without limitation, any BorrowerMaterial Contract of any Borrower Party), (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted LiensLiens being granted pursuant to the Capital Restructuring Documents, or (iv) require any approval of any Borrower's interestholders or any approval or consent of any Person under any material contractual obligation of any BorrowerBorrower that has not been obtained by Borrower on or prior to the Closing Date.
(c) Other than the filing of UCC or other financing statements, informational filings with the SEC, fixture filings and Mortgages, the execution, delivery, delivery and performance by each Borrower of this Agreement and the other Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, consent or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(d) Borrower has duly executed and delivered this Agreement and, on the Closing Date, each other Loan Document to which Borrower is a party and each other document contemplated hereby and thereby to which Borrower is a party will be duly and validly executed by Borrower. This Agreement constitutes, and the each other Loan Documents Document to which Borrower is a party and each other document contemplated hereby and thereby to which Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the constitute, a legally valid and binding obligations obligation of such Borrower, enforceable against such Borrower in accordance with their respective its terms, except as 46 enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws relating to or limiting creditors' rights generally.
(e) The Agent's Liens are On and after the Closing Date (after giving effect to the Capital Restructuring) , (i) the Collateral Agent will have a validly created, perfectedsecond priority perfected Lien on all of the Shared Collateral, subject only to Permitted Liens and (ii) the Agent will have a validly created, first priority Liensperfected Lien on all of the outstanding Stock of Grey Wolf beneficially owned, directly or indirectly, by Borrower, subject only to Permitted Liens.
(f) Each Guarantor has full corporate power and authority to execute and deliver this Agreement and each other Loan Document to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery, delivery and performance by Parent each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parentsuch Guarantor.
(g) The execution, delivery, delivery and performance by Parent each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local any law or regulation applicable to Parentsuch Guarantor, the Governing Documents of Parent, such Guarantor or any order, judgment, judgment or decree of any court or other Governmental Authority binding on Parentsuch Guarantor or its properties or assets, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under under, any material contractual obligation of Parentsuch Guarantor (including, without limitation, any Material Contract of any Borrower Party), (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parentsuch Guarantor, other than Permitted LiensLiens being granted pursuant to the Capital Restructuring Documents, or (iv) require any approval of Parentsuch Guarantor's interestholders or any approval or consent of any Person under any material contractual obligation of Parentsuch Guarantor that has not been obtained by such Guarantor on or prior to the Closing Date.
(h) The execution, delivery, delivery and performance by Parent each Guarantor of the Loan Documents to which Parent such Guarantor is a party do not and will not require any registration with, consent, consent or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Each Guarantor has duly executed and delivered this Agreement and, on the Closing Date, each other Loan Documents Document to which Parent such Guarantor is a party and each other document contemplated hereby and thereby to which such Guarantor is a party will be duly and validly executed by such Guarantor. This Agreement constitutes, and each other Loan Document to which each Guarantor is a party and each other document contemplated hereby and thereby to which such Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent such Guarantor will be the constitute, a legally valid and binding obligations obligation of Parentsuch Guarantor, enforceable against Parent such Guarantor in accordance with their respective its terms, except as enforcement may be limited by such equitable principles or by bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Due Authorization; No Conflict. (a) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrowercorporate action.
(b) The execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation (including Regulations T, U, and X of the Federal Reserve Board) applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation or material lease of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's interestholders stockholders or any approval or consent of any Person under any material contractual obligation of any Borrower.
(c) Other than the filing of financing statementsExcept as set forth on Schedule 4.7, the execution, delivery, and performance by each Borrower of this Agreement and the Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any federal, state, foreign, or other Governmental Authority or other Person.
(d) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally.
(e) The Agent's Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.
(f) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Parent.
(g) The execution, delivery, and performance by Parent of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Parent, the Governing Documents of Parent, or any order, judgment, or decree of any court or other Governmental Authority binding on Parent, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Parent, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Parent, other than Permitted Liens, or (iv) require any approval of Parent's interestholders or any approval or consent of any Person under any material contractual obligation of Parent.
(h) The execution, delivery, and performance by Parent of the Loan Documents to which Parent is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.
(i) The Loan Documents to which Parent is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Parent will be the legally valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
Appears in 1 contract
Samples: Revolving Loan Agreement (Kennedy-Wilson Holdings, Inc.)
